Bills of Sale Act 1886 (South Australia)

This Act establishes a regime for creation, form, registration, priority and enforcement of bills of sale and related dealings over personal chattels in South Australia, and it contains transitional and savings rules for the migration of that regime to the Commonwealth Personal Property Securities (PPS) system. Mechanically, the Act does the following.

Defines what counts as a bill of sale and the classes of property that may be the subject of a bill of sale (s 2, s 10, s 10A). The statutory definition in s 2(1) is broad: it covers bills of sale, assignments, transfers, declarations of trust without transfer, inventories with receipts attached, receipts for purchase-money and authorities to take possession of chattels as security. The definition also lists explicit exclusions such as transfers in the ordinary course of business and documents used as proof of possession of goods (s 2(1)).
Prescribes the required execution, content and form rules for registrable bills of sale, including duplicate execution (s 7), mandatory contents (s 9) and the effect of registration (a registered bill of sale is to be treated as a deed; s 8). Schedule 1 is the prescribed form.
Implies contractual covenants and powers in favour of grantees in bills of sale executed before the registration commencement time (s 11). Those implied terms include payment obligations, prohibitions on removal, inspection and inventory rights, self-help entry and seizure powers and sale powers together with priority for costs and sale expenses (s 11(a)-(h)).
Establishes a centralized registration process in the General Registry Office administered by the Registrar-General: duplicate lodgement, endorsement of a certificate, filing of the original and delivery of the duplicate, indexing and rights of public inspection (ss 15, 19, 24, 27). Registration must occur within 60 days of execution (s 17), subject to court extensions (s 17B), and bills are registered in the order of production for registrable form (s 18).

South Australia Bills of Sale Act 1886 An Act to provide for the registration of bills of sale; to provide for the form and content of bills of sale; and for other purposes.

Contents Part 1—Preliminary 1 Short title 2 Interpretation Part 2—Form and contents of bills of sale 7 Form of bill of sale 8 Bill of sale to have effect of a deed 9 Contents of bill of sale 10 Property assignable 10A Assignments of future crops 11 Covenants and powers implied in bills of sale 11A Standard terms and conditions in bills of sale 12 Implication of certain words 12A Joint and several liability under bill of sale 12B Joint and several entitlement of grantees 13 Witnesses Part 3—Registration of bills of sale and other dealings 15 Bill of sale to be registered in General Registry Office 17 Bill of sale to be registered 17A Successive bills of sale 17B Power of Court to extend time for registration 18 Bills of sale to be registered in order of production 19 Bills of sale, how to be registered 19A Renewal of registration of bills of sale 19B Power of Court to extend time for renewal 19D Destruction of old bills of sale 19E Bills of sale registered after expiry of registration of prior bill of sale 20 Form of transfer of bill of sale 21 Bill of sale may be extended, varied or corrected 22 Discharge 23 Registration of dealings with registered bills of sale 24 Index to be kept by Registrar 25 Omissions and errors in the registry may be corrected 26 In case of variance, original to prevail 27 Search allowed Part 4—Disposition of chattels in case of insolvency or distress 28 Bills of sale to be void in certain circumstances 29 Bill of sale valid security for further advance 30 Distress for rates may be levied on goods comprised in bill of sale 31 Distress not to be levied against goods in bill of sale except for a limited amount Part 6—Miscellaneous provisions 34 Fees 36 Goods not to be sold until five days after seizure 37 Fraudulently disposing of goods 38 False declaration to be perjury 38A Paper to be used for instruments 38B Minister may discharge bill of sale in certain circumstances 39 Regulations 41 Act not to apply to chattels taken and kept by grantee within 21 days Part 7—Provisions relating to PPS Act 42 Certain provisions of Act to cease to have effect 43 Provision of information to Commonwealth 44 Immunity 45 Registrar may refuse to exercise functions 46 Registrar may dispose of certain documents 47 Regulations Part 8—Repeal of Act 48 Repeal of Act Schedule 1—Bill of sale Schedule 3—Certificate of registration to be endorsed by Registrar on each bill of sale Schedule 4—Discharge of bill of sale Schedule 5—Transfer of bill of sale Legislative history Appendix—Divisional penalties and expiation fees

The Parliament of South Australia enacts as follows: Part 1—Preliminary 1—Short title This Act may be cited as the Bills of Sale Act 1886. 2—Interpretation (1) In this Act, unless the contrary intention appears— bill of sale includes bills of sale, assignments, transfers, declarations of trust without transfer, inventories of goods with a receipt for the goods attached, or receipts for purchase-money of goods and other assurances of personal chattels, and also powers of attorney, authorities, or licences to take possession of personal chattels as security for any debt, and also any agreement, whether intended or not to be followed by the execution of any other instrument by which a right in equity to any personal chattels, or to any charge or security on personal chattels is conferred, but does not include the following documents: Assignments for the benefit of creditors made pursuant to any statutory provision, marriage settlements, transfers or assignments of any ship or vessel, or any share of a ship or vessel, stock mortgages, agreements conferring a preferable lien on wool, transfers of goods in the ordinary course of business of any trade or calling, bills of sale of goods in foreign parts or at sea, bills of lading, warehouse-keepers' certificates, dock warrants, warrants or orders for the delivery of goods, or any other documents used in the ordinary course of business, as proof of the possession or control of goods, or authorising or purporting to authorise, either by endorsement or by delivery, the possessor of such document, to transfer or receive goods referred to in the document; contemporaneous advance includes as well as a contemporaneous advance of money by the grantee to the grantor the sale of goods or property upon credit, or the drawing, accepting, endorsing, making or giving of any bill of exchange, promissory note, or guarantee, or other matter or thing by the grantee to, for, or on behalf of the grantor on the security of any bill of sale, and contemporaneously with the giving thereof; dealing with a bill of sale means transfer, assignment, extension, variation, correction or discharge of the bill of sale; grantee means the person to whom a bill of sale is given, and includes his or her executors, administrators, and assigns and where the grantee is a body corporate the term includes the successors in title of that body corporate; grantor means the person giving the bill of sale, and includes his or her executors, administrators, and assigns and where the grantor is a body corporate the term includes the successors in title of that body corporate; personal chattels means horses or cattle, furniture, goods, chattels, and other articles capable of complete transfer by delivery, and (when separately assigned or charged) fixtures or growing crops; but does not include chattel interests in real estate, nor fixtures (except trade machinery), when assigned together with a freehold or leasehold interest in any land or building to which they are affixed, nor growing crops when assigned together with any interest in the land on which they grow, nor debentures, shares, or interests in the stock, funds, or securities of any government, or in the capital or property of any company, nor choses in action; nor sheep, pigs, goats, camels, mules, or donkeys, nor wool on the sheep's back, nor more than ten horses or more than ten head of cattle belonging to one owner; PPS Act means the Personal Property Securities Act 2009 of the Commonwealth; Registrar means the Registrar-General; registration commencement time has the same meaning as in the PPS Act; registry means the General Registry Office; trade machinery means the machinery used in or attached to any factory or workshop. (2) Fixtures and growing crops will not be taken to be separately assigned or charged by reason only that they are assigned by separate words, or that power is given to sever them from the land or building to which they are affixed, or from the land on which they grow, if by the same instrument any freehold or leasehold interest in the land or building to which such fixtures are affixed, or in the land on which such crops grow, is also conveyed, mortgaged, or assigned to the same persons or person. Note— For definition of divisional penalties (and divisional expiation fees) see Appendix. Part 2—Form and contents of bills of sale 7—Form of bill of sale Every bill of sale, the registration of which is necessary, must be executed in duplicate, and may be in the form in Schedule 1. 8—Bill of sale to have effect of a deed Every bill of sale, when registered, has the effect of, and will be taken to be, a deed duly executed by the parties who have signed it. 9—Contents of bill of sale (1) Every bill of sale must contain or state— (a) the names of the grantor and grantee, their residences or places of business and occupations; but it will be sufficient to state the names by which the grantor or grantee are usually known, and, in the case of a corporation, it will be sufficient to state the corporate name, with the place or one of the places where the business of the corporation is usually carried on; (b) the name, place of residence or business, and occupation of every attesting witness. (2) A bill of sale must not be registered unless it contains the particulars required by subsection (1). 10—Property assignable (1) The classes of property referred to in paragraphs (a) and (b) may be assigned by bill of sale, and will be taken to have been assigned at law as well as in equity: (a) crops (separately assigned) growing at the time of the execution of the bill of sale, but without prejudice to the rights of a genuine purchaser or mortgagee of the land on which the crops are growing; (b) the progeny coming into existence during the operation of any bill of sale of any horses or cattle comprised in the bill of sale. (2) The assignment by bill of sale of all other after-acquired property has, subject to the other provisions of this Act, the same effect as before the passing of The Bills of Sale Act 1885. 10A—Assignments of future crops (1) Notwithstanding any enactment or rule of law to the contrary, any document executed before the registration commencement time that complied with this Act at the time of its execution, under which any person purports to assign separately whether absolutely or by way of security any crops to be grown by the assignor or on the assignor's behalf within 12 months after the execution of the document on land described in the document is a bill of sale within the meaning of this Act, and will operate to assign the ownership at law as well as in equity of the crops, but without prejudice to the rights of a genuine purchaser or mortgagee of the land on which the crops grow. (2) Crops referred to in subsection (1) are personal chattels within the meaning of this Act and a bill of sale relating to any such crops must state their nature and describe the land on which they are intended to be grown. 11—Covenants and powers implied in bills of sale The following covenants and powers will, unless negatived and subject to any modification, be implied in favour of the grantee and as to paragraph (h) as an agreement between the parties in every bill of sale for securing money executed before the registration commencement time: (a) the grantor will pay to the grantee the principal and interest money secured, or intended to be secured, by the bill of sale, at the time and in the manner provided for payment in the bill of sale; (b) the grantor will not, without the consent in writing of the grantee, sell, exchange, or fraudulently remove the personal chattels comprised in the bill of sale from the premises mentioned in the bill of sale, and will at all times keep the personal chattels in good order and condition; (c) the grantor will not permit the personal chattels comprised in the bill of sale to be distrained for any rent, rates, or taxes, nor permit any execution to be levied against his or her goods or chattels, nor become insolvent, call a meeting of his or her creditors, or make any statutory assignment for the benefit of his or her creditors; (d) the grantor will produce to the grantee, upon demand, the last receipt for all rent, rates, and taxes in respect of the premises at which the personal chattels are situated; (e) the grantee or the grantee's agents, may, at all reasonable times, enter upon the grantor's premises at which the personal chattels are kept, and view their state and condition, and the grantor will produce to the grantee or the grantee's agents the personal chattels comprised in the bill of sale, and permit the grantee or the grantee's agents to take an inventory of them; (f) if the grantor makes default in the payment of the principal or interest money secured by the bill of sale at the time provided for payment, or in the observance or performance of any one of the covenants, terms, conditions, or agreements, whether expressed or implied, in the bill of sale, it will be lawful for the grantee, without any further consent or concurrence on the part of the grantor, to enter into and upon the land, messuage, or tenement on which the personal chattels assigned are, or into or upon any other land, messuage, or tenement on or in which the personal chattels, or any other personal chattels comprised and included in the bill of sale respectively, may be, or may reasonably be supposed to be, and for that purpose to open or remove any outer or inner gate, door, fastening, or other obstruction, without liability to any action of trespass, or other proceeding for so doing; but with liberty to plead the leave and licence given in bar to any such action or proceeding, if any such be brought or instituted, and to seize and take possession of all such personal chattels, and to remove them to any other place or places for safety, convenience of sale, or for any other purpose, or permit them to remain in the place or places where they may be found, and to sell and dispose of such chattels and premises, or any of them, either together or in parcels, at such time or times, and place or places, and either by public auction or private contract, or partly by public auction and partly by private contract, to any person or persons, for such price or prices, either for cash or on credit, or partly for cash and partly on credit, and if either wholly or partly on credit, giving such time or times for payment, and taking or foregoing any security or securities for the payment of the unpaid purchase-money as the grantee may deem proper or expedient, with power for the grantee to make any other terms and conditions in regard to such sale or sales as the grantee may think proper, and also to buy in all or any of the chattels at any such sale or sales by auction, and rescind or vary any contract for sale, and again to resell or offer for resale the chattels from time to time, without being answerable or accountable for any loss, diminution in price, costs, or expenses to be occasioned by any such buying in, rescission, variance, or actual or attempted resale; (g) it will be lawful for the grantee, upon or after any such sale, to execute any contract or other document that is necessary or expedient for the purpose of making and effecting any such sale, and which will be as binding and conclusive upon and against the grantor as if the grantor had executed it. And also that the receipt or receipts in writing of the grantee for all purchase-money or other property which is paid or delivered to the grantee under or by virtue of the bill of sale, will be a good and sufficient discharge or good and sufficient discharges to all purchasers or other persons paying or delivering the same, and that the purchaser or other persons will not be required to see the application, or be answerable for the misapplication or nonapplication of the purchase-money or other property, or be bound or concerned to inquire into the propriety or expediency of any such sale or resale; (h) the grantee will out of the money which comes to the grantee's hands by reason of any such sale or sales, in the first place, discharge the costs and expenses incurred or sustained in or about such sale or sales, and all other costs, charges, and expenses incurred or occasioned in or about the execution of the powers and authorities contained in the bill of sale, and retain the balance of the money, or so much of it as may be necessary, in or towards payment and satisfaction of all money due and owing to him or her upon the security of the bill of sale, and the grantee will pay to the grantor the surplus then remaining. 11A—Standard terms and conditions in bills of sale (1) Subject to subsection (1a), a person may deposit with the Registrar for filing in the General Registry Office a document containing terms and conditions for incorporation as standard terms and conditions in bills of sale under this section. (1a) A document of a kind referred to in subsection (1) cannot be deposited with the Registrar following the last business day before the registration commencement time. (2) A bill of sale executed before the registration commencement time may provide that standard terms and conditions, as contained in a document filed by the Registrar in the General Registry Office under subsection (1)— (a) are incorporated in the bill of sale; or (b) are incorporated in the bill of sale subject to exclusions or amendments specified in the bill of sale, and, in that event, the bill of sale has effect as if those terms and conditions were (subject to any exclusions or amendments specified in the bill of sale) contained in the bill of sale. (3) Where a bill of sale makes provision for incorporation of standard terms and conditions (either with or without exclusions or amendments), the grantee must, before execution of the bill of sale by the grantor, provide the grantor with a copy of the standard terms and conditions. Penalty: Division 9 fine. (4) Non-compliance with subsection (3) does not affect the validity or effect of a bill of sale. 12—Implication of certain words The words "that the grantor will insure" in any bill of sale executed before the registration commencement time imply that the grantor will immediately insure and, so long as any money remains due on the security of the bill of sale, keep insured in some public insurance office, to be approved of by the grantee, against loss or damage by fire, in the name of the grantee, the personal chattels comprised in the bill of sale to the full amount secured by the bill of sale, and will hand over to the grantee the policy of insurance and produce to the grantee the receipts for the annual or other periodical premiums payable on account of insurance, and that all money payable by virtue of the insurance will be received by the grantee towards satisfaction of the money due on the security, and that if default is made by the grantor in effecting or keeping on foot the insurance it will be lawful for, but not obligatory upon, the grantee (without prejudice to any other remedy) to insure the personal chattels, and the money paid on account of insurance will be a charge on the personal chattels. 12A—Joint and several liability under bill of sale Where two or more persons are liable upon the same engagement in a bill of sale executed before the registration commencement time, their liability is, unless the contrary intention is expressed, joint and several. 12B—Joint and several entitlement of grantees Where two or more persons are registered as the grantees of a bill of sale executed before the registration commencement time, they are severally as well as jointly entitled to— (a) the payment of principal and interest secured by the bill of sale; and (b) the observance and performance of the covenants, terms, conditions or agreements, whether expressed or implied, in the bill of sale, except insofar as a contrary intention is expressed in the bill of sale. 13—Witnesses The execution of a bill of sale, or any dealing with a bill of sale, must be attested by one or more credible witnesses, not being a party or parties to the bill of sale or the dealing with the bill of sale. Part 3—Registration of bills of sale and other dealings 15—Bill of sale to be registered in General Registry Office (1) Subject to subsection (2), all bills of sale, and every subsequent dealing capable of being registered must be registered in the General Registry Office. (2) A bill of sale or subsequent dealing is not to be registered under this Act following the last business day before the registration commencement time. 17—Bill of sale to be registered Subject to this Act, every bill of sale must be registered within 60 days from the date of its execution. 17A—Successive bills of sale Where a subsequent bill of sale is executed within or on the expiration of 60 days after the execution of a prior unregistered bill of sale, and comprises all or any part of the personal chattels comprised in the prior bill of sale, then, if that subsequent bill of sale is given as a security for the same debt as is secured by the prior bill of sale, or for any part of that debt, it will to the extent to which it is a security for the same debt or part of it, and so far as respects the personal chattels or part of them comprised in the prior bill, be absolutely void, unless it is proved to the satisfaction of the court having cognizance of the case that the subsequent bill of sale was genuinely given for the purpose of correcting some material error in the prior bill of sale, and not for the purpose of evading this Act. 17B—Power of Court to extend time for registration Where— (a) a bill of sale is not registered within the prescribed time; and (b) the Supreme Court, on the application of the grantee or the holder of the bill of sale or of any other person interested, is satisfied that the failure to register the bill of sale within the prescribed time was accidental or that on other grounds it is just and equitable to grant relief, the Supreme Court may, on such terms and conditions as the Court thinks just, by order, extend the time for registration for such period as is specified in the order. 18—Bills of sale to be registered in order of production All bills of sale must be registered in the order of time in which they are produced in registrable form for that purpose, and will, in respect to the personal chattels to which they apply, be entitled to priority according to the time of production. 19—Bills of sale, how to be registered For the purpose of registration every bill of sale must be lodged in duplicate with the Registrar, who must endorse upon each duplicate a certificate of registration, stating the consecutive registration number of the bill of sale, and the day and hour of its production for registration, and the certificate must be in the form of Schedule 3, and be authenticated by the seal and signature of the Registrar, and one duplicate (hereinafter called the original) must be filed in the registry, and the other (hereinafter called the duplicate) must be delivered to the person entitled to it, and the production of the original, or of the duplicate, with the certificate duly endorsed on it, is prima facie evidence of the due registration of the bill of sale. 19A—Renewal of registration of bills of sale (2) The registration of every bill of sale which is registered after the commencement of the Bills of Sale Act Amendment Act 1940, or the registration of which is renewed after that commencement, becomes void upon the expiration of five years after the last previous registration or (as the case may be) renewal of registration, unless the registration is renewed within that period of five years in the manner prescribed in this section. (2a) However, the registration of a bill of sale under this Act cannot be renewed following the registration commencement time. (3) The renewal of a registration is effected by lodging with the Registrar a statutory declaration by the grantee or a person acting on the grantee's behalf, in the form and containing the particulars set out below and declaring that the bill of sale is still a subsisting security. (4) The statutory declaration must be in the following form:

(5)	The Registrar must endorse a memorandum of every renewal of the registration of a bill of sale on the original of that bill of sale filed in the registry, and on the duplicate thereof, if produced to him or her.
(6)	This section does not apply to—
(a)	any registered mortgage of stock as defined in the Stock Mortgages and Wool Liens Act 1924; or
(b)	any registered agreement conferring a preferable lien on wool.
(7)	An extension of a bill of sale duly registered as provided in section 23 will be taken to be a renewal of the registration of that bill of sale.
(8)	A renewal of registration is not necessary by reason only of the transfer or assignment of a bill of sale.
(9)	The fees payable in respect of the preparation, filing and endorsement of the renewal of the registration of a bill of sale are payable by the grantor, and if the grantee or any other person pays them, he or she may recover them from the grantor.

19B—Power of Court to extend time for renewal Where— (a) a bill of sale is not renewed within the prescribed time; and (b) the Supreme Court, on the application of the grantee or the holder of the bill of sale or of any other person interested, is satisfied that the failure to renew the bill of sale within the prescribed time was accidental or that on other grounds it is just and equitable to grant relief, the Supreme Court may, on such terms and conditions as the Court thinks just, by order, extend the time for renewal for such period as is specified in the order. 19D—Destruction of old bills of sale (1) The Registrar may destroy any document kept in the Registrar's office and being— (a) the original or duplicate of a bill of sale which has been discharged or has become void by reason of the non-renewal of its registration; or (b) a memorial filed under the Act No. 8 of 1841–42 in respect of any bill of sale; or (c) an index or other record of any bill of sale or memorial which the Registrar is by this section authorised to destroy. (2) A bill of sale registered after the commencement of the Bills of Sale Act Amendment Act 1940, must not be destroyed earlier than five years after it is discharged or the registration of it becomes void. 19E—Bills of sale registered after expiry of registration of prior bill of sale If a bill of sale over any chattels is registered between the time when the registration of a prior bill of sale over the same chattels became void under section 19A and the time when that registration was renewed under section 19B, the bill of sale first mentioned is entitled to priority over the prior bill of sale. 20—Form of transfer of bill of sale A transfer or assignment of a registered bill of sale may be made by endorsement on the duplicate in the form of Schedule 5, or by separate instrument. 21—Bill of sale may be extended, varied or corrected (1) An extension of time for the repayment of money secured by a bill of sale, or any other variation, or any correction, of a bill of sale, may be effected before the registration commencement time by endorsement on the duplicate, or by separate instrument, in either case signed by the parties or, where the bill is held on joint account, by the grantor or grantors and one or more of the grantees. (2) An extension by endorsement under subsection (1) may be effected by endorsing on the duplicate the word "Extended", which will mean an extension for a further period of one year of the time for repayment but otherwise upon the terms provided in the bill of sale. (3) Subsection (2) does not limit the manner in which an extension may be effected by endorsement. (4) An extension of time, or any other variation, or any correction, of a bill of sale effected before the registration commencement time continues to have effect after that time. 22—Discharge A bill of sale, or personal chattels comprised in a bill of sale, may be discharged or partially discharged by endorsement on the duplicate in the form of Schedule 4, or by separate instrument, in either case signed by the grantee or grantees or, where the bill of sale is held on joint account, by one or more of the grantees. 23—Registration of dealings with registered bills of sale (1) Subject to subsection (1a), the Registrar must, upon the application of a party or holder of a registered bill of sale or any other person interested, register any dealing with the bill of sale. (1a) A dealing with a bill of sale is not to be registered under this Act following the registration commencement time. (2) An application under subsection (1)— (a) may be made orally or, if the Registrar so requires, must be in writing in such form as the Registrar may require; and (b) must be accompanied by the duplicate bill of sale; and (c) must be supported by such evidence and other documents (if any) as the Registrar may require. (3) The Registrar must register the dealing with the bill of sale by entering particulars of the dealing on the original bill of sale (including, in the case of an extension, the date and hour of the entry) and authenticating the entry by the Registrar's seal and signature. (4) Where a dealing with a bill of sale is effected by separate instrument and registered under this section, the Registrar must, upon application, file the separate instrument or a duplicate of the separate instrument in the registry. (5) Where a discharge is registered under this section and the discharge is for the whole of the money secured by the bill of sale, the Registrar must retain the duplicate bill of sale and file it in the registry. (6) Where the Registrar is satisfied, on the basis of such evidence as the Registrar requires, that the duplicate bill of sale has been lost or destroyed the Registrar— (a) may permit a dealing with the bill of sale to be effected by endorsement on the original bill of sale; and (b) may dispense with the requirement that the duplicate bill of sale be produced. 24—Index to be kept by Registrar The Registrar must keep an alphabetical index of the names of every grantor and grantee of a bill of sale, together with the reference to the registrations. 25—Omissions and errors in the registry may be corrected The Registrar, upon being satisfied that any omission or error has occurred in the registration of any bill of sale, or any renewal of, or dealing with, the bill of sale, may summon the grantee or grantor, or other holder of such bill of sale, or any renewal of, or dealing with, the bill of sale, to attend before the Registrar, at such time and place as the Registrar directs, to show cause why the error or omission should not be corrected, and in case the grantee or grantor does not attend, or if he or she attends, and the Registrar is satisfied that the error or omission ought to be corrected, then the Registrar must (unless prohibited by the Supreme Court, or a Judge of the Supreme Court) proceed to make the necessary correction. 26—In case of variance, original to prevail Whenever there is any difference or variation between the contents of an original bill of sale and of the duplicate, the original prevails. 27—Search allowed Every person has access to any bill of sale filed in the registry, for the purpose of inspection, during the hours and upon the days appointed for search. Part 4—Disposition of chattels in case of insolvency or distress 28—Bills of sale to be void in certain circumstances (1) Every bill of sale which has not been registered within the prescribed time, or within any extended time allowed under this Act, is void, as against— (a) the Official Receiver or the trustee in insolvency of the grantor; (b) the trustee of the estate of the grantor under any statutory assignment for the benefit of his or her creditors, so far as regards the property in or right to the possession of any personal chattels comprised in the bill of sale which within three months before the insolvency, or the meeting of creditors at which the resolution for the assignment was passed, are in the possession, or apparent possession, of the grantor, and is void as against all sheriff's officers and other persons seizing any personal chattels comprised in such bill of sale in the execution of the process of any court against the goods of the grantor, and all judgment creditors on behalf of whom such process is executed, so far as regards the property in any such personal chattels as at the time of such seizure are in the possession or apparent possession of the grantor. (1a) Until the expiration of the period allowed for registration, every bill of sale will be taken to have been registered within that period. (2) A bill of sale that constitutes a goods mortgage to which the National Credit Code applies is not rendered void as against any person under subsection (1) by reason of the fact that it is not registered. (3) A bill of sale that constitutes a registered security interest within the meaning of the Goods Securities Act 1986, is not rendered void as against any person under subsection (1) by reason of the fact that it is not registered under this Act. (4) In this section— National Credit Code means the National Credit Code in Schedule 1 to the National Consumer Credit Protection Act 2009 of the Commonwealth. 29—Bill of sale valid security for further advance Where any bill of sale is given as security wholly or partly for a contemporaneous or further advance, it will, subject to the provisions of this Act, be a valid security to the extent of the advance made at the time of, and subsequently to, the making of the bill of sale. 30—Distress for rates may be levied on goods comprised in bill of sale A bill of sale does not protect the personal chattels to which it applies against any distress for any rates or taxes payable by the owner or occupier of any land under any Act. 31—Distress not to be levied against goods in bill of sale except for a limited amount No distress for any rent made and levied upon any personal chattels comprised in any duly registered bill of sale will be available except for four weeks rent where the tenement is let by the week; for two terms of payment (but not exceeding three months) where the tenement is let for any other term less than six months; or for twelve months rent where the tenement is let for any longer term, unless the landlord pays off the sum of money owing on the bill of sale. Part 6—Miscellaneous provisions 34—Fees It is lawful for the Registrar to demand and receive such fees as may be prescribed by regulation for the purposes of this Act, and those fees must be accounted for by the Registrar and paid into the Consolidated Account. 36—Goods not to be sold until five days after seizure Personal chattels (except those of a perishable nature) must not be sold until five days after seizure under a bill of sale. 37—Fraudulently disposing of goods Any person who conceals, sells, pawns, kills, or destroys any personal chattels comprised in any bill of sale, with intent to deprive the grantee of his or her security, is guilty of an offence. Penalty: Division 5 imprisonment. 38—False declaration to be perjury Any person guilty of making a false declaration concerning any matter or procedure to be done in pursuance of this Act is guilty of perjury. Penalty: Division 5 imprisonment. 38A—Paper to be used for instruments (1) Subject to this section, every bill of sale or other instrument lodged with the Registrar for registration or filing in the registry must be on paper of a size and kind prescribed by regulation. (2) The Registrar may dispense with the requirement to comply with subsection (1) in such circumstances as the Registrar thinks fit. 38B—Minister may discharge bill of sale in certain circumstances (1) Subject to subsection (1aa), if all money secured by a bill of sale has been paid by the grantor and the grantee— (a) is dead; or (b) cannot be found; or (c) is incapable of executing a discharge of the bill of sale; or (d) has, in the opinion of the Minister, refused to execute a discharge of the bill of sale without sufficient reason, the Minister may execute a discharge of the bill of sale. (1aa) The Minister may not execute a discharge of a bill of sale after the registration commencement time. (1a) The Minister must not execute a discharge of a bill of sale pursuant to subsection (1)(d) unless— (a) the Registrar-General has sent by certified mail to the grantee at his or her last known address a notice stating that the Minister proposes to discharge the bill of sale pursuant to subsection (1)(d) at the expiration of the prescribed period unless the grantee establishes to the satisfaction of the Minister that he or she is justified in refusing to execute a discharge of the bill of sale; and (b) the prescribed period has elapsed since the notice was sent. (1b) The prescribed period is— (a) in a case where the notice is addressed to the grantee within Australia—one month; (b) in any other case—two months. (2) Subject to subsection (2a), the Minister may receive money on behalf of a grantee, or the estate of a grantee, who— (a) is dead; or (b) cannot be found; or (c) is incapable of executing a discharge of the bill of sale; or (d) has, in the opinion of the Minister, refused to accept payment under the bill of sale without sufficient reason, and any money so received will, for the purposes of this section and the bill of sale, be taken to have been paid to the grantee. (2a) The Minister may not receive money under subsection (2) after the registration commencement time. (3) Any money received by the Minister under subsection (2) must be held by the Minister upon trust for the grantee or other person entitled to it. (4) Subject to subsection (5), a discharge of a bill of sale executed under this section has the same effect as a discharge executed by the grantee. (5) A discharge of a bill of sale executed under this section does not operate as a discharge of the personal covenants of the bill of sale. 39—Regulations The Governor may make such regulations as are contemplated by this Act, or as are necessary or expedient for the purposes of this Act. 41—Act not to apply to chattels taken and kept by grantee within 21 days This Act does not apply to any bill of sale where the grantee takes the personal chattels to which the bill of sale applies out of the possession, or apparent possession, of the grantor within 21 days of the date of the bill of sale, and keeps possession of them. Part 7—Provisions relating to PPS Act 42—Certain provisions of Act to cease to have effect (1) The following provisions of this Act will cease to have effect at the registration commencement time: (a) section 7; (b) sections 9 and 10; (c) section 13; (d) sections 17 to 18 (inclusive); (e) section 19B; (f) sections 19E and 20; (g) section 22; (h) the provisions of Part 4; (i) section 36; (j) section 37. (2) Any proceedings on foot before the Supreme Court under section 17B or 19B at the registration commencement time are discontinued at the registration commencement time by force of this subsection. 43—Provision of information to Commonwealth (1) The Registrar may provide the PPS Registrar, or any other officer of the Commonwealth, with such information concerning bills of sale registered under this Act, and any other information recorded by the Registrar in connection with registration under this Act, as the Registrar considers appropriate in order to assist the Commonwealth in establishing the PPS Register. (2) The Registrar may provide the information referred to in subsection (1) in such form (including by means of electronic data or in a form approved for the purposes of the PPS Act) as the Registrar considers appropriate. (3) In this section— PPS Register means the Personal Property Securities Register established under the PPS Act; PPS Registrar means the Registrar of Personal Property Securities under the PPS Act. 44—Immunity The State, or an officer, employee or agent of the State, does not incur liability for anything done or omitted to be done in good faith by the State, officer, employee or agent— (a) in the exercise of a power or the discharge of a duty under section 43; or (b) in the reasonable belief that the act or omission was in the exercise of a power or the discharge of a duty under section 43. 45—Registrar may refuse to exercise functions (1) The Registrar may refuse to exercise a function under this Act during the pre‑PPS transitional period. (2) Without limiting subsection (1), the Registrar may refuse to exercise a function during the pre‑PPS transitional period in relation to a matter that was not finally determined or concluded immediately before the commencement of that period. (3) In this section— migration time has the same meaning as in the PPS Act; pre‑PPS transitional period means the period— (a) commencing at the migration time or such earlier time as may be prescribed by the regulations; and (b) ending at the registration commencement time. 46—Registrar may dispose of certain documents The Registrar may, following the registration commencement time, destroy or otherwise dispose of any bill of sale kept in the Registrar's office, or any document or record kept in connection with such a bill of sale, if, in the opinion of the Registrar, retention of the bill of sale or other document or record would serve no useful purpose. 47—Regulations (1) The Governor may make regulations containing provisions of a savings or transitional nature— (a) consequent on the enactment of the Personal Property Securities (Commonwealth Powers) Act 2009 or on the commencement of specified provisions of that Act; or (b) relevant to the interaction between this Act and the PPS Act. (2) The Governor may, by regulation— (a) provide that this Act is to apply to prescribed bills of sale, or bills of sale relating to property of a prescribed kind, as if it had not been amended by the Statutes Amendment (Personal Property Securities) Act 2011 (the amending Act) or as if specified amendments made by the amending Act had not been made; and (b) make any consequential provision necessary in connection with a regulation under paragraph (a). (3) The Registrar may provide such information concerning bills of sale, or other information recorded by the Registrar in connection with registration under this Act, as the Registrar considers appropriate to the person responsible for maintaining a register under another Act if the information is provided in accordance with an arrangement entered into by the Minister with the Minister responsible for the administration of the other Act. Part 8—Repeal of Act 48—Repeal of Act (1) After the registration commencement time, the Governor may, by proclamation, fix a date for the repeal of this Act. (2) On the date fixed under subsection (1), this Act is repealed. Schedule 1—Bill of sale

Schedule 3—Certificate of registration to be endorsed by Registrar on each bill of sale

Schedule 4—Discharge of bill of sale

Schedule 5—Transfer of bill of sale

Legislative history Notes • Please note—References in the legislation to other legislation or instruments or to titles of bodies or offices are not automatically updated as part of the program for the revision and publication of legislation and therefore may be obsolete. • Earlier versions of this Act (historical versions) are listed at the end of the legislative history. • For further information relating to the Act and subordinate legislation made under the Act see the Index of South Australian Statutes or www.legislation.sa.gov.au. Repeal of Act The Bills of Sale Act 1886 will be repealed by proclamation. After the registration commencement time, the Governor may, by proclamation, fix a date for the repeal of this Act: s 48. Principal Act and amendments New entries appear in bold. Year No Title Assent Commencement 1886 389 Bills of Sale Act 1886 17.11.1886 17.11.1886 1924 1649 Stock Mortgages and Wool Liens Act 1924 24.12.1924 24.12.1924 1934 2168 Statute Law Revision Act 1934 15.11.1934 15.11.1934 1934 2187 Bills of Sale Act Amendment Act 1934 29.11.1934 29.11.1934 1935 2246 Statute Law Revision Act 1935 19.12.1935 19.12.1935 1940 52 Bills of Sale Act Amendment Act 1940 5.12.1940 5.12.1940 1970 35 Bills of Sale Act Amendment Act 1970 3.12.1970 15.2.1971 (Gazette 28.1.1971 p283) 1972 119 Bills of Sale Act Amendment Act 1972 30.11.1972 1.11.1973 (Gazette 6.9.1973 p1899) 1983 83 Bills of Sale Act Amendment Act 1983 1.12.1983 10.5.1984 (Gazette 22.3.1984 p724) 1986 111 Goods Securities Act 1986 18.12.1986 Sch 1—15.6.1987 (Gazette 11.6.1987 p1492) 1987 25 Bills of Sale Act Amendment Act 1987 16.4.1987 16.4.1987 1990 23 Statute Law Revision Act 1990 26.4.1990 Sch 3—29.6.1990 (Gazette 14.6.1990 p1606) 1994 59 Criminal Law Consolidation (Felonies and Misdemeanours) Amendment Act 1994 27.10.1994 1.1.1995 (Gazette 8.12.1994 p1942) 1996 67 Statutes Amendment (Attorney-General's Portfolio) Act 1996 15.8.1996 s 6—17.10.1996 (Gazette 17.10.1996 p1361) 2008 12 Statutes Amendment (Real Property) Act 2008 8.5.2008 Pt 2 (s 4)—1.6.2009 (Gazette 28.5.2009 p1843) 2010 3 Credit (Transitional Arrangements) Act 2010 24.6.2010 Sch 1 (cl 2)—1.7.2010 (Gazette 1.7.2010 p3337) 2011 11 Statutes Amendment (Personal Property Securities) Act 2011 14.4.2011 Pt 3 (ss 5—17)—16.6.2011 (Gazette 16.6.2011 p2610) 2023 39 Public Holidays Act 2023 7.12.2023 Sch 1 (cl 3)—1.1.2024: s 2 Provisions amended since 3 February 1976 • Legislative history prior to 3 February 1976 appears in marginal notes and footnotes included in the consolidation of this Act contained in Volume 1 of The Public General Acts of South Australia 1837-1975 at page 509. New entries appear in bold. Entries that relate to provisions that have been deleted appear in italics. Provision How varied Commencement Long title substituted by 23/1990 s 3(1) (Sch 3) 29.6.1990 Pt 1 heading inserted by 23/1990 s 3(1) (Sch 3) 29.6.1990 s 2

s 2(1) s 2 amended and redesignated as s 2(1) by 23/1990 s 3(1) (Sch 3) 29.6.1990 bill of sale amended by 23/1990 s 3(1) (Sch 3) 29.6.1990 business day inserted by 11/2011 s 5(1) 16.6.2011

deleted by 39/2023 Sch 1 cl 3 1.1.2024 contemporaneous advance amended by 23/1990 s 3(1) (Sch 3) 29.6.1990 dealing inserted by 83/1983 s 3 10.5.1984 grantee amended by 23/1990 s 3(1) (Sch 3) 29.6.1990 grantor amended by 23/1990 s 3(1) (Sch 3) 29.6.1990 personal chattels amended by 23/1990 s 3(1) (Sch 3) 29.6.1990 PPS Act inserted by 11/2011 s 5(2) 16.6.2011 prescribed deleted by 23/1990 s 3(1) (Sch 3) 29.6.1990 registration commencement time inserted by 11/2011 s 5(3) 16.6.2011 registry amended by 23/1990 s 3(1) (Sch 3) 29.6.1990 trade machinery substituted by 23/1990 s 3(1) (Sch 3) 29.6.1990 s 2(2) s 2 second sentence amended and redesignated as s 2(2) by 23/1990 s 3(1) (Sch 3) 29.6.1990 s 3 amended by 83/1983 s 4 10.5.1984

deleted by 23/1990 s 3(1) (Sch 3) 29.6.1990 Pt 2 heading substituted by 23/1990 s 3(1) (Sch 3) 29.6.1990 ss 7 and 8 amended by 23/1990 s 3(1) (Sch 3) 29.6.1990 s 9

s 9(1) s 9 amended by 83/1983 s 5 10.5.1984

s 9 amended and redesignated as s 9(1) by 23/1990 s 3(1) (Sch 3) 29.6.1990 s 9(2) s 9 second sentence redesignated as s 9(2) by 23/1990 s 3(1) (Sch 3) 29.6.1990 s 10 substituted by 23/1990 s 3(1) (Sch 3) 29.6.1990 s 10A

s 10A(1) s 10A amended and redesignated as s 10A(1) by 23/1990 s 3(1) (Sch 3) 29.6.1990

amended by 11/2011 s 6 16.6.2011 s 10A(2) inserted by 23/1990 s 3(1) (Sch 3) 29.6.1990 s 11 amended by 23/1990 s 3(1) (Sch 3) 29.6.1990

amended by 11/2011 s 7 16.6.2011 s 11A inserted by 12/2008 s 4 1.6.2009 s 11A(1) amended by 11/2011 s 8(1) 16.6.2011 s 11A(1a) inserted by 11/2011 s 8(2) 16.6.2011 s 11A(2) amended by 11/2011 s 8(3) 16.6.2011 s 12 amended by 23/1990 s 3(1) (Sch 3) 29.6.1990

amended by 11/2011 s 9 16.6.2011 s 12A amended by 23/1990 s 3(1) (Sch 3) 29.6.1990

amended by 11/2011 s 10 16.6.2011 s 12B inserted by 83/1983 s 6 10.5.1984

amended by 23/1990 s 3(1) (Sch 3) 29.6.1990

amended by 11/2011 s 11 16.6.2011 s 13 amended by 83/1983 s 7 10.5.1984

amended by 23/1990 s 3(1) (Sch 3) 29.6.1990 s 14 deleted by 83/1983 s 8 10.5.1984 Pt 3

s 15

s 15(1) s 15 amended by 23/1990 s 3(1) (Sch 3) 29.6.1990

s 15 amended and redesignated as s 15(1) by 11/2011 s 12(1), (2) 16.6.2011 s 15(2) inserted by 11/2011 s 12(2) 16.6.2011 s 17 substituted by 83/1983 s 9 10.5.1984

amended by 23/1990 s 3(1) (Sch 3) 29.6.1990 s 17A amended by 83/1983 s 10 10.5.1984

amended by 23/1990 s 3(1) (Sch 3) 29.6.1990 s 17B inserted by 83/1983 s 11 10.5.1984 s 18 amended by 83/1983 s 12 10.5.1984

amended by 23/1990 s 3(1) (Sch 3) 29.6.1990 s 19 amended by 23/1990 s 3(1) (Sch 3) 29.6.1990 s 19A

s 19A(1) deleted by 23/1990 s 3(1) (Sch 3) 29.6.1990 s 19A(2) amended by 23/1990 s 3(1) (Sch 3) 29.6.1990 s 19A(2a) inserted by 11/2011 s 13 16.6.2011 s 19A(3)—(6) amended by 23/1990 s 3(1) (Sch 3) 29.6.1990 s 19A(7) amended by 83/1983 s 13 10.5.1984

amended by 23/1990 s 3(1) (Sch 3) 29.6.1990 s 19A(8) and (9) amended by 23/1990 s 3(1) (Sch 3) 29.6.1990 s 19B substituted by 83/1983 s 14 10.5.1984 s 19C deleted by 83/1983 s 14 10.5.1984 s 19D

s 19D(1) s 19D amended and redesignated as s 19D(1) by 23/1990 s 3(1) (Sch 3) 29.6.1990 s 19D(2) s 19D provision amended and redesignated as s 19D(2) by 23/1990 s 3(1) (Sch 3) 29.6.1990 s 19E amended by 23/1990 s 3(1) (Sch 3) 29.6.1990 s 20 amended by 83/1983 s 15 10.5.1984

amended by 23/1990 s 3(1) (Sch 3) 29.6.1990 s 21 substituted by 83/1983 s 16 10.5.1984 s 21

s 21(1) amended by 23/1990 s 3(1) (Sch 3) 29.6.1990

amended by 11/2011 s 14(1) 16.6.2011 s 21(2) amended by 23/1990 s 3(1) (Sch 3) 29.6.1990 s 21(4) inserted by 11/2011 s 14(2) 16.6.2011 s 22 substituted by 83/1983 s 16 10.5.1984 s 23 substituted by 83/1983 s 16 10.5.1984

amended by 23/1990 s 3(1) (Sch 3) 29.6.1990 s 23(1) amended by 11/2011 s 15(1) 16.6.2011 s 23(1a) inserted by 11/2011 s 15(2) 16.6.2011 s 24 amended by 23/1990 s 3(1) (Sch 3) 29.6.1990 s 25 amended by 83/1983 s 17 10.5.1984

amended by 23/1990 s 3(1) (Sch 3) 29.6.1990 ss 26 and 27 amended by 23/1990 s 3(1) (Sch 3) 29.6.1990 Pt 4

s 28

s 28(1) amended by 83/1983 s 18(a), (b) 10.5.1984

amended by 23/1990 s 3(1) (Sch 3) 29.6.1990

s 28(1) second proviso deleted by 83/1983 s 18(c) 10.5.1984 s 28(1a) s 28(1) first proviso amended and redesignated as s 28(1a) by 23/1990 s 3(1) (Sch 3) 29.6.1990 s 28(2) amended by 23/1990 s 3(1) (Sch 3) 29.6.1990

amended by 67/1996 s 6 17.10.1996

substituted by 3/2010 Sch 1 cl 2(1) 1.7.2010 s 28(3) inserted by 111/1986 Sch 1 15.6.1987 s 28(4) inserted by 3/2010 Sch 1 cl 2(2) 1.7.2010 ss 29—31 amended by 23/1990 s 3(1) (Sch 3) 29.6.1990 Pt 5 heading deleted by 83/1983 s 19 10.5.1984 s 33 deleted by 23/1990 s 3(1) (Sch 3) 29.6.1990 Pt 6

s 34 amended by 23/1990 s 3(1) (Sch 3) 29.6.1990 s 35 deleted by 83/1983 s 20 10.5.1984 s 36 substituted by 23/1990 s 3(1) (Sch 3) 29.6.1990 s 37 amended by 23/1990 s 3(1) (Sch 3) 29.6.1990

amended by 59/1994 Sch 2 1.1.1995 s 38 amended by 23/1990 s 3(1) (Sch 3) 29.6.1990 s 38A inserted by 83/1983 s 21 10.5.1984 s 38A(2) amended by 23/1990 s 3(1) (Sch 3) 29.6.1990 s 38B inserted by 83/1983 s 21 10.5.1984 s 38B(1) substituted by 25/1987 s 2(a) 16.4.1987

amended by 11/2011 s 16(1) 16.6.2011 s 38B(1aa) inserted by 11/2011 s 16(2) 16.6.2011 s 38B(1a) and (1b) inserted by 25/1987 s 2(a) 16.4.1987 s 38B(2) amended by 25/1987 s 2(b), (c) 16.4.1987

amended by 23/1990 s 3(1) (Sch 3) 29.6.1990

amended by 11/2011 s 16(3) 16.6.2011 s 38B(2a) inserted by 11/2011 s 16(4) 16.6.2011 s 38B(3) amended by 25/1987 s 2(b) 16.4.1987

amended by 23/1990 s 3(1) (Sch 3) 29.6.1990 s 38B(4) and (5) amended by 23/1990 s 3(1) (Sch 3) 29.6.1990 s 39 substituted by 23/1990 s 3(1) (Sch 3) 29.6.1990 s 40 deleted by 23/1990 s 3(1) (Sch 3) 29.6.1990 s 41 amended by 23/1990 s 3(1) (Sch 3) 29.6.1990 s 42 deleted by 23/1990 s 3(1) (Sch 3) 29.6.1990 Pt 7 inserted by 11/2011 s 17 16.6.2011 Pt 8 inserted by 11/2011 s 17 16.6.2011 Heading preceding Sch 1 deleted by 23/1990 s 3(1) (Sch 3) 29.6.1990 Sch 1 amended by 23/1990 s 3(1) (Sch 3) 29.6.1990 Sch 2 deleted by 83/1983 s 22 10.5.1984 Sch 4 substituted by 83/1983 s 23 10.5.1984

amended by 23/1990 s 3(1) (Sch 3) 29.6.1990 Sch 5 amended by 23/1990 s 3(1) (Sch 3) 29.6.1990 Sch 7 deleted by 83/1983 s 24 10.5.1984 Historical versions Reprint—29.6.1990

Reprint No 1—1.1.1995

Reprint No 2—17.10.1996

1.6.2009

1.7.2010

16.6.2011

Appendix—Divisional penalties and expiation fees At the date of publication of this version divisional penalties and expiation fees are, as provided by section 28A of the Acts Interpretation Act 1915, as follows:

Division Maximum imprisonment Maximum fine Expiation fee 1 15 years $60 000 — 2 10 years $40 000 — 3 7 years $30 000 — 4 4 years $15 000 — 5 2 years $8 000 — 6 1 year $4 000 $300 7 6 months $2 000 $200 8 3 months $1 000 $150 9 – $500 $100 10 – $200 $75 11 – $100 $50 12 – $50 $25 Note: This appendix is provided for convenience of reference only.

1 Bills of Sale Act 1886

South Australia Bills of Sale Act 1886 An Act to provide for the registration of bills of sale; to provide for the form and content of bills of sale; and for other purposes.

This Act repeatedly pivots on a set of interlocking legal and administrative concepts. Understanding these concepts is essential for practitioners.

Bill of sale: Defined expansively in s 2(1). The statutory definition covers a wide set of instruments that confer rights in or over personal chattels, including powers of attorney and licences to take possession as security. The definition also expressly excludes ordinary-course trade transfers, bills of lading and some other documentary means of transfer. The Schedule provides the form commonly used.
Personal chattels: Defined in s 2(1). The definition includes furniture, goods, horses and cattle and separate assignments of fixtures or growing crops. It excludes chattel interests in land, most fixtures when conveyed with land, growing crops assigned with the land, securities, debentures and choses in action, certain animals (sheep, pigs, goats, camels, mules, donkeys) and wool on the sheep’s back. It caps the number of horses or cattle subject to the category where more than ten would be excluded.
Registration and registrable form: The Act requires duplicate execution (s 7) and mandates that every registrable bill of sale be lodged in duplicate with the Registrar, who endorses a certificate (s 19). Bills are registered in the order they are produced in registrable form and priority follows that order (s 18). Registration is time‑sensitive: s 17 requires registration within 60 days of execution and s 19A imposes a five‑year renewal regime for registrations after the 1940 amendment.
Implied covenants and self‑help remedies: For bills executed before the registration commencement time, the Act implies a package of grantor covenants and grantee powers (s 11). Those implied terms give the grantee inspection rights, rights to enter premises, power to seize, remove and sell chattels on default, broad freedom to make sale arrangements (auction or private sale, buy in, rescind or resell) and prioritise recovery of costs and expenses (s 11(e)-(h)). The Act states that receipts from the grantee discharge purchasers from inquiry into application of sale proceeds (s 11(g)).
Priority, insolvency and voidness rules: Failure to register within the statutory time renders the bill void as against insolvency officeholders, certain trustees and execution creditors for chattels in the grantor’s possession within three months before insolvency or seizure (s 28(1)). There are statutory exceptions where the National Credit Code applies (s 28(2)) and where the instrument constitutes a registered security interest under the Goods Securities Act 1986 (s 28(3)).
Transitional interaction with the PPS system: Part 7 (ss 42-47) is the Act’s mechanism for migrating to the PPS framework. It identifies which provisions cease at the registration commencement time (s 42(1)), authorises data transfer to the PPS Registrar (s 43) and provides immunity for acts done in good faith in facilitating that transfer (s 44). The Registrar may refuse to exercise certain functions in the pre‑PPS transitional period (s 45) and may destroy documents after the registration commencement time when retention serves no useful purpose (s 46).
Procedural instruments and practical constraints: The Act sets procedural forms for discharge, transfer, renewal and endorsement (Schedules 3-5, s 22, s 20, s 21, s 19A) and carries enabling provisions for the Registrar to correct errors or omissions (s 25), to index records (s 24), and to allow searches (s 27). There are also formalities for witnesses (s 13) and paper size (s 38A).

These core concepts operate together: form and registry mechanics (ss 7, 19) feed into the priority and voidness framework (ss 17, 18, 28), and implied substantive rights (s 11) supply enforcement remedies when default occurs. The Part 7 transitional scheme overlays and partially disables elements of this regime at the registration commencement time (s 42), and ss 43-47 supply the administrative handles for migration to the PPS world.

The Act affects several identifiable groups of actors and institutions, and it allocates costs, duties and decision rights between them.

Grantors: individuals or bodies corporate who give bills of sale are subject to execution and disclosure obligations. A registrable bill of sale must contain the grantor’s name, residence or place of business and occupation; failure to include the particulars in s 9(1) bars registration (s 9(2)). Grantors become subject to implied covenants if the bill was executed prior to the registration commencement time (s 11). Grantors also carry the renewal cost burden in certain cases: where renewal fees are paid by others, the grantor remains liable and the paying party may recover them from the grantor (s 19A(9)).
Grantees (secured parties): the person to whom the bill of sale is given gains statutory rights and remedies. The statutory definition of grantee includes successors and assigns (s 2(1)). For bills executed before the registration commencement time, implied grantee powers include inspection, entry, seizure and sale powers on default (s 11(e)-(g)), and the right to have sale proceeds applied to costs first (s 11(h)). Multiple grantees are jointly and severally entitled to payment and other rights unless the instrument expresses a contrary intention (s 12B).
Registrars and the General Registry Office: the Registrar‑General is the statutory officer charged with receiving, endorsing and filing documents (s 19), keeping the alphabetical index (s 24), correcting errors (s 25), ordering destruction after prescribed periods (s 19D), and, under Part 7, providing information to the PPS Registrar (s 43) and possibly refusing to exercise certain functions during migration (s 45). The Registrar’s discretion is broad in pre‑PPS and post‑PPS periods (s 45, s 46).
Courts: the Supreme Court has supervisory powers to extend registration and renewal periods where failure to register/renew was accidental or justice requires it (ss 17B, 19B). The Court also can evaluate successive bills of sale to determine voidness under s 17A where a later bill duplicates an unregistered prior instrument.
Insolvency officeholders and execution creditors: the Act expressly adjusts priorities in insolvency and execution contexts. Unregistered bills are void against Official Receivers and trustees in insolvency in prescribed circumstances (s 28(1)). Execution officers and judgment creditors can seize goods subject to unregistered bills of sale and defeat those interests within the statutory limits (s 28(1)).
The Commonwealth PPS Registrar and Commonwealth officers: during migration the Registrar may provide information to the PPS Registrar or other Commonwealth officers to assist establishment of the PPS Register (s 43). This creates an administrative interface between State records and the Commonwealth PPS regime.
Ministers and the State: the Minister may execute a discharge of a bill of sale under narrow conditions where the grantee is dead, cannot be found, incapable of executing a discharge or unreasonably refuses to execute a discharge (s 38B(1)). The Minister may also receive money on behalf of a grantee in those circumstances (s 38B(2)), but both powers are curtailed after the registration commencement time (s 38B(1aa), (2a)). The State and its officers enjoy limited immunity for acts done in good faith in providing information to the Commonwealth (s 44).

Who pays and who decides. Registration and renewal fees are payable (s 34), and s 19A(9) places the fee burden, in the first instance, on the grantor for renewal procedures. The Registrar decides technical compliance, indexation and may refuse functions during migration (s 45). The Supreme Court is the primary judicial forum for relief where registration deadlines are missed (ss 17B, 19B). Grantees exercise self‑help rights on default under s 11, subject to implied limits and other law.

Behavioural effects. The regime incentivises prompt registration within 60 days (s 17). Failure to register produces statutory voidness against insolvency officeholders and certain execution creditors (s 28(1)), creating a strong incentive for grantees to register quickly. The implied covenants and self‑help powers incentivise grantees to enforce by seizure and sale rather than court process, since s 11 provides express authority for entry and sale and protects purchasers from inquiry into application of sale proceeds (s 11(g)). The transitional provisions shift behaviour around the registration commencement time by disallowing registration of new dealings under the Act after that time (s 15(2), s 23(1a), s 19A(2a)), creating a further administrative incentive to migrate to the PPS Register.

This section sets out the principal operative duties, rights and formal requirements created by the Act, with direct textual anchors.

Duties and formalities for creation and registration

Duplicate execution and form: A registrable bill of sale must be executed in duplicate and may follow the form in Schedule 1 (s 7). Execution must be attested by credible witnesses who are not parties (s 13).
Mandatory particulars: Every bill of sale must contain the names, residences/places of business and occupations of the grantor and grantee, and the name and address of witnesses (s 9(1)). Lack of these particulars prevents registration (s 9(2)).
Lodgement and endorsement: Bills must be lodged in duplicate with the Registrar. The Registrar endorses a certificate of registration (form in Schedule 3), files one duplicate as the original, and returns the other duplicate to the person entitled (s 19). The registered certificate is prima facie evidence of due registration (s 19).
Registration timelines: Registration is required within 60 days of execution for registrable bills (s 17). Where missed, the Supreme Court may extend the time for registration on just terms (s 17B). While the period for registration runs, the bill is taken to have been registered within that period (s 28(1a)).

Implied rights and remedies for grantees (pre‑registration commencement time bills)

Implied covenants: For bills executed before the registration commencement time the Act implies a package of covenants in favour of the grantee including payment obligations by the grantor, covenants not to remove chattels without consent, covenants to keep chattels in good condition and to produce receipts for rent/rates (s 11(a)-(d)).
Inspection and inventory: The grantee or agent may, at reasonable times, enter premises to view and take inventory of chattels (s 11(e)).
Self‑help entry and seizure: On default, the grantee may enter premises (opening gates and doors if necessary) without being liable in trespass, seize and remove chattels, and remove them for safety or sale (s 11(f)). The statute authorises use of licence and leave as a defence to trespass actions (s 11(f)).
Sale powers: The grantee has extensive freedom to sell chattels by public auction or private contract, on such terms as the grantee thinks proper (s 11(f)). The grantee may buy in at sales, rescind or vary contracts for sale and resell. The grantee's receipts for purchase money are a good discharge for purchasers and purchasers are not bound to inquire into the application of the purchase money (s 11(g)).
Application of sale proceeds: From sale proceeds the grantee may retain costs and expenses incurred in effecting the sale and the balance may be applied towards the secured debt; any surplus is payable to the grantor (s 11(h)).

Priority and voidness

Order of registration: Priority between competing bills follows the order of production for registrable form (s 18).
Consequences of non‑registration: Unregistered bills are void in insolvency and execution contexts against certain parties, to the extent the chattels were in the grantor’s possession or apparent possession within prescribed timeframes (s 28(1)). However, a bill constituting a goods mortgage to which the National Credit Code applies is not rendered void by non‑registration (s 28(2)), nor is a bill that is a registered security interest under the Goods Securities Act 1986 (s 28(3)).
Successive bills and 60‑day window: If a subsequent bill is executed within 60 days of a prior unregistered bill and covers the same chattels and debt, it is void to the extent it secures the same debt unless the Court is satisfied the subsequent bill was genuinely given to correct a material error, not to evade the Act (s 17A).

Registrar and Minister powers and duties

Registrar duties: The Registrar must register bills presented in registrable form, maintain an alphabetical index (s 24), register dealings on application (s 23(1)), correct omissions and errors (s 25), and allow searches (s 27). The Registrar may destroy documents that are discharged or void after specified intervals (s 19D).
Power to refuse functions during transitional period: The Registrar may refuse to exercise functions during the pre‑PPS transitional period, particularly in matters not finally determined before migration (s 45).
Minister’s discharge and money receipt powers: The Minister may execute a discharge or receive money in respect of a grantee who is dead, cannot be found, incapable of executing a discharge or unreasonably refuses (s 38B(1)-(2)). Those powers are not available after the registration commencement time (s 38B(1aa), (2a)). Money received by the Minister is to be held on trust for the grantee (s 38B(3)).

Fees, formalities and procedural protections

Fees: The Registrar may charge fees as prescribed by regulation; collected fees are paid into the Consolidated Account (s 34).
Paper and form rules: Instruments lodged must generally be on prescribed paper (s 38A), though the Registrar may dispense with this requirement when appropriate.
Protections for purchasers: Purchasers at a sale by the grantee need not see to the application of sale proceeds and are protected by the grantee’s receipts (s 11(g)). The original bill prevails in case of variance with the duplicate (s 26).

The Act establishes specified criminal offences, civil consequences through voidness and priority rules, and a set of administrative enforcement mechanisms. Penalties are expressed by reference to the divisional penalties in the Appendix (the statutory table at the end of the Act).

Criminal offences and sanctions

Fraudulent disposal: Concealing, selling, pawning, killing or destroying any personal chattels comprised in a bill of sale, committed with intent to deprive the grantee of security, is an offence (s 37). The penalty specified is Division 5 imprisonment. The Appendix shows Division 5 has a maximum imprisonment of two years and a maximum fine of $8,000 (Appendix, Division 5).
False declarations and perjury: Making a false declaration about any matter or procedure to be done in pursuance of this Act is perjury (s 38). The penalty is Division 5 imprisonment (Appendix, Division 5).
Standard terms disclosure: Section 11A(3) imposes an obligation on a grantee who incorporates standard terms by reference to provide a copy to the grantor before execution; failure attracts a penalty described as a Division 9 fine (s 11A(3)). Division 9 maximum fine is $500; the Appendix confirms an expiation fee of $100 where applicable.
Other offences are effected indirectly through jurisdictional mechanisms, for instance by invalidating unregistered instruments in certain contexts (s 28).

Civil and property‑law enforcement

Self‑help seizure and sale: For bills executed before the registration commencement time, the grantee enjoys statutory self‑help powers on default (s 11(f)-(h)). Those powers provide an immediate enforcement route without initial court process and include protections for the grantee when entering premises (s 11(f)).
Voidness and insolvency consequences: A bill not registered within the prescribed time is void in specified insolvency and execution circumstances (s 28(1)). That statutory voidness is a powerful enforcement consequence because it effectively prevents secured parties from asserting security rights against the Official Receiver, trustees in insolvency, certain trustees under statutory assignment and seizure officers, in the specified circumstances.
Court relief and extensions: The Supreme Court may extend time for registration or renewal where failure was accidental or other grounds justify relief (ss 17B, 19B). Such remedies are subject to the Court’s discretion and can be granted on such terms as the Court thinks just. The Act explicitly provides for court remedy as a safety valve against harsh outcomes from missed deadlines.

Administrative enforcement and corrections

Registrar corrections and directions: The Registrar may summon parties and correct errors or omissions in the registry (s 25). The Registrar’s correction power is subject to the condition that the Supreme Court or a judge does not prohibit the correction (s 25).
Refusal to exercise functions in the pre‑PPS transition: The Registrar may refuse to exercise functions during the pre‑PPS transitional period (s 45). This is an administrative control that effectively freezes certain State registry activities during migration.
Destruction of records: The Registrar may destroy original or duplicate bills of sale that have been discharged or have become void subject to minimum retention periods for bills registered after 1940 (s 19D). After the registration commencement time the Registrar may destroy or dispose of bills of sale if retention serves no useful purpose (s 46).

Interplay between enforcement mechanisms and transition

Part 7 curtails some enforcement avenues at the registration commencement time by causing listed provisions to cease to have effect (s 42(1)). For example, s 11 implied covenants, ss 17-18 registration timelines, Part 4 insolvency rules and ss 36-37 (sale timing and fraudulent disposal offences) are listed to cease (s 42(1)(a)-(j)); this materially changes the enforcement landscape once the PPS regime begins.
The Minister’s discharge and money‑receiving powers also cease after registration commencement time (s 38B(1aa), (2a)), removing a State‑level mechanism for resolving orphaned interests.

Practical enforcement constraints

Time delays for sale: Personal chattels (except perishables) must not be sold until five days after seizure under a bill of sale (s 36). This imposes a minimum delay on grantees who seize chattels and then sell.
Limits on distress: Distress for rent is restricted against goods in a registered bill of sale (s 31); landlords may only levy a limited amount of distress without first paying off the sum owing on the bill of sale. The Act thus imposes statutory constraints on execution remedies by landlords where bills are registered.

Overall, enforcement is a mix of statutory self‑help rights in favour of grantees, judicially controlled remedial powers, criminal sanctions for fraudulent or perjurious behaviour and administrative controls exercised by the Registrar and Minister. The Part 7 transitional regime materially alters the mix by terminating many of these State mechanisms at the registration commencement time and facilitating transfer of information to the Commonwealth PPS infrastructure (s 43).

The Act explicitly integrates with, and in some cases cedes to, other legislative regimes. Where the Act references external statutes, the text both preserves and narrows State powers by transitional design.

Interaction with the Commonwealth PPS regime

Migration to PPS: The Act contemplates and facilitates migration to the Commonwealth Personal Property Securities Act 2009 and its register. The Act inserts the PPS Act definition (s 2(1)) and contains Part 7 which is entirely dedicated to provisions relating to the PPS Act (ss 42-47). Key mechanics: (a) a list of State provisions that cease at the registration commencement time (s 42(1)); (b) authorisation for the Registrar to provide information to the PPS Registrar (s 43); (c) immunity for State officers acting in good faith in providing information (s 44); and (d) a power for the Registrar to refuse to exercise functions during the pre‑PPS transitional period (s 45). The Act thereby creates a statutory pathway to move registration and priority determination from the State registry to the Commonwealth PPS Register.
Data transfer format and scope: Section 43 authorises provision of information to the PPS Registrar in such forms as the Registrar considers appropriate, including electronic data or forms approved for PPS purposes (s 43(2)). This gives the Registrar the administrative flexibility to convert State records into the format needed for the PPS Register.

Exceptions and coexistence with Commonwealth codes and State statutes

National Credit Code and Goods Securities Act protections: The Act preserves the validity of certain State security arrangements where Commonwealth law already regulates them. Section 28(2) provides that a bill of sale that is a goods mortgage within the National Credit Code is not rendered void by non‑registration under s 28(1). Section 28(3) performs an analogous function for security interests that are registered under the Goods Securities Act 1986. These clauses ensure the State bills‑of‑sale regime does not displace or conflict with existing Commonwealth or State‑level security regimes for certain financial products.
Savings and transitional regulations: Section 47(1) authorises regulations of a savings or transitional nature consequent on enactment of the Personal Property Securities (Commonwealth Powers) Act 2009 or on commencement of specified provisions of that Act. Section 47(2) allows the Governor to make regulations to preserve application of the Act to prescribed bills of sale as if certain amendments had not been made. These sections are the statutory instruments for smoothing the legal interface between State and Commonwealth regulatory structures.

Court interaction and insolvency law

Priority in insolvency: Section 28(1) renders unregistered bills of sale void in insolvency against the Official Receiver and trustees in insolvency, and void as against sheriff’s officers in execution,to the extent the chattels were in the grantor’s possession within three months before insolvency or seizure. This creates a statutory priority rule that intersects directly with insolvency law and execution law. Practitioners must reconcile the Act’s insolvency‑favouring rule for unregistered bills with general insolvency collection priorities and the operation of Commonwealth insolvency regimes.
Judicial extension powers: The Supreme Court’s power to extend registration or renewal periods (ss 17B, 19B) is an explicit cross‑over where equitable and procedural relief from State courts can cure defects that would otherwise render a bill void under the statute. Section 42(2) provides for discontinuance of proceedings before the Supreme Court under ss 17B or 19B at the registration commencement time; this is a direct interface between time‑limited State remedial litigation and the migration timetable to the PPS.

Property law and real property

Exclusions for fixtures and crops: Section 2(2) addresses the boundary between personal chattels and fixtures or growing crops that are assigned together with land, so that assigning fixtures with freehold or leasehold interests over land will not be treated as separate assignment of the fixture. Section 10A treats assignments of future crops executed before the registration commencement time as bills of sale and provides that such crops are personal chattels and that the bill must state the nature of the crops and describe the land (s 10A). These provisions clarify the interface between real property conveyancing principles and chattel security.
Interaction with landlord distress and rates: The Act preserves the landlord’s right to levy distress for rates and taxes against goods comprised in a bill of sale (s 30), but limits distress for rent in certain circumstances where goods are subject to a duly registered bill (s 31). This modifies traditional distress remedies in favour of registered creditors, subject to the statutory caps set out in s 31.

Administrative law and recordkeeping

Registrar’s power to share records: Section 47(3) allows the Registrar to provide information to the person responsible for maintaining another register if done under arrangements between the Minister and the other Minister. This enables inter‑registry administrative cooperation beyond the PPS Registrar specifically authorised in s 43.
Destruction and retention rules: Sections 19D and 46 give the Registrar power to destroy and dispose of obsolete bills and records in specified circumstances, subject to minimum retention windows for bills registered after certain dates (s 19D(2)). These record‑management powers interact with evidence and records disclosure regimes.

In short, the Act is not a stand‑alone code. It expressly coordinates with Commonwealth and State laws governing consumer credit (National Credit Code), goods security registration and the PPS regime. It supplies transitional and saving mechanisms (s 47) and expressly ceases parts of its own operation at the registration commencement time (s 42), thereby altering enforcement, registration and remedial options through time.

The Act includes a long legislative history listing amendments and reprints. Below are the material amendments and their mechanical effects (as recorded in the statute text and legislative history), with dates and references that appear in the legislative history included in the source.

Original enactment: Bills of Sale Act 1886 (No 389), assented 17 November 1886 and commenced 17 November 1886. This is the principal Act that the current enactment traces to.
Stock Mortgages and Wool Liens Act 1924 (No 1649), assented 24 December 1924: recorded in the table as an earlier amendment relevant to property categories and stock mortgages.
Bills of Sale Act Amendment Act 1934 (No 2187), assented 29 November 1934: appears in the legislative history; specific sectional effects are recorded in the section‑by‑section amendment table (how varied).
Bills of Sale Act Amendment Act 1940 (No 52), assented 5 December 1940: this amendment introduced the five‑year renewal rule affecting registration,see s 19A(2). The Act itself also references registration after the 1940 amendment in s 19A(2).
Bills of Sale Act Amendment Act 1970 (No 35), assented 3 December 1970, with commencement noted in the Gazette on 15 February 1971. The 1970 amendment appears in the legislative history table but the present Act shows later consolidations.
Several amendments in the 1980s and 1990s: Statute Law Revision Acts, the Bills of Sale Act Amendment Acts and other consolidating and revising amendments (e.g. 1983 No 83; 1987 No 25; 1990 No 23). The 1983 Act substituted many sections (as the detailed variation table notes) and inserted sections such as s 19D (destruction of old bills) and s 38A (paper requirements).
Goods Securities Act 1986 (No 111), assented 18 December 1986: relevant insofar as s 28(3) preserves the validity of bills that are registered security interests under that Act.
Bills of Sale Act Amendment Act 1987 (No 25), assented 16 April 1987, amended s 38B and other provisions.
Statutes Amendment (Personal Property Securities) Act 2011 (No 11), assented 14 April 2011, with key provisions commencing 16 June 2011. This Act inserted Part 7 (ss 42-48), defined the PPS Act in s 2(1), introduced the registration commencement time concept and other transitional measures for migrating to the Commonwealth PPS system. The legislative history explicitly lists Pt 7 as inserted by s 17 of the 2011 amending Act on 16 June 2011.
Statutes Amendment (Real Property) Act 2008 (No 12), inserted s 11A (standard terms and conditions registered with the Registrar) with commencement 1 June 2009 (s 4). The legislative history records s 11A's insertion by 12/2008 s 4.
Credit (Transitional Arrangements) Act 2010 (No 3), provides transitional clauses that impacted s 28 and other provisions; Schedule 1 (cl 2) commenced 1 July 2010.
The legislative history table records other minor amendments and statutory revisions extending back through the 20th century and lists reprints on various dates (Reprint 29.6.1990 and later reprints).

The reprint and consolidation notes show continuous adjustment of definitions, procedural provisions and Part headings, with the 2011 amendments being the most significant structural change because they introduce the transition to the Commonwealth PPS regime. The 1940 amendment is mechanically important for the renewal regime (s 19A). Subsequent amendments in 1983, 1987 and 1990 reorganised sections and modernised procedural elements; the 2008 insertion of s 11A created a mechanism for fileable standard terms and the requirement that grantees provide those terms to grantors before execution (s 11A(3)).

Section‑level amendment annotations in the legislative history tables record how the Act evolved. Practitioners should consult the historical versions and the consolidated text for precise wording when dealing with older instruments or claims that pre‑date particular amendments recorded in the legislative history.

The statutory text and legislative history provided do not name particular cases. The Act itself creates several judicial hooks and references to court remedies that are relevant to litigation but the source does not supply litigation decisions.

What the Act itself records that is relevant to litigation practitioners:

Supreme Court extension powers: The Act expressly empowers the Supreme Court to extend registration or renewal times under ss 17B and 19B. Those provisions create the natural cause of action or application that practitioners bring to court to seek relief where registration/renewal deadlines were not met.
Successive bills of sale disputes: Section 17A gives the Court a role in determining whether a subsequent bill is void if it duplicates an earlier unregistered bill and in assessing whether it was genuinely given to correct a material error,this explicitly invites contested litigation where parties claim a subsequent security is valid.
Discontinuance of pending extension proceedings at registration commencement time: Section 42(2) states that any proceedings on foot before the Supreme Court under ss 17B or 19B at the registration commencement time are discontinued by force of s 42(2) at the registration commencement time. Litigation practitioners must therefore be attentive to migration timetables: a pending state application for extension might be automatically discontinued on the registration commencement time.
Registrar’s correction and summons powers: Section 25 enables the Registrar to summon parties to show cause regarding registry errors, which can generate administrative hearings and subsequent judicial review challenges in appropriate circumstances.
Minister’s power to discharge and hold trust funds: Section 38B(1)-(4) can result in administrative acts (Minister discharging a bill or taking money on trust) that may be subject to judicial review or contested in the courts, although the Act curtails those powers after the registration commencement time (s 38B(1aa), (2a)).

Because no reported cases are provided in the text, practitioners must rely on court practice in South Australia and relevant Commonwealth jurisprudence (post‑PPS) for authoritative interpretation of the Act’s ambiguous provisions (for instance, the scope of “genuinely given” under s 17A or the court’s exercise of equitable discretion under s 17B). The Act’s text, however, signals the most likely litigation axes: priority and voidness disputes; applications to the Supreme Court under ss 17B and 19B; and contestation of self‑help seizures, sales and application of proceeds under s 11 in pre‑registration commencement time bills.

This Act contains several technical traps and timing sensitivities that frequently produce unintended consequences if not carefully observed.

Broad but technically precise definition of bill of sale: The statutory definition in s 2(1) is intentionally broad, and instruments that look like ordinary assignments or receipts may be captured. Conversely, commonly used commercial documents may fall within the statutory exclusions. Practitioners should read s 2(1) carefully when advising clients about whether an instrument is caught by the Act.
Mandatory content blocks registration: A bill of sale will not be registered unless it contains the particulars required by s 9(1) (names, residences and occupations). Failure to include those particulars typically prevents registration (s 9(2)), which can render an instrument void in insolvency situations (s 28(1)). That makes careful drafting and checking of particulars critical.
60‑day registration window and the “taken to have been registered” proviso: Registration is required within 60 days of execution (s 17). However, until the expiration of the registration period, every bill is taken to have been registered within that period (s 28(1a)). The practical effect is that there is temporary protection during the 60‑day window, but if registration is not completed within that period and no court extension is obtained, the instrument risks being void against insolvency officials and certain execution creditors (s 28(1)). The Court can extend time under s 17B where failure to register was accidental or justice requires it.
Successive bills within 60 days can be void: Section 17A voids subsequent bills that cover the same chattels and debt if they are executed within 60 days of a prior unregistered bill, unless the Court is satisfied the subsequent bill was a genuine correction and not an evasion. This can trap lenders who attempt to replace an unregistered instrument with another without clearing prior registration issues.
Registering after the registration commencement time and migration constraints: Several sections bar registration of bills or dealings after the last business day before the registration commencement time (s 15(2), s 23(1a), s 19A(2a)). Section 11A(1a) expressly prohibits deposit of standard terms for filing following the last business day before the registration commencement time. Practitioners must be aware of the migration timetable: many State procedures cease to be available after the registration commencement time, and the Act contemplates the Registrar supplying data to the PPS Registrar (s 43). The risk is failing to transition a security interest to the PPS Register in time.
Renewal constraints and inability to renew post‑PPS: Registrations (those registered after the 1940 amendment) lapse after five years unless renewed (s 19A(2)). Importantly, s 19A(2a) provides that registration cannot be renewed following the registration commencement time. That means registered bills that require renewal face a hard deadline tied to migration, and failure to renew before the registration commencement time could produce voidness or priority loss.
Minister’s discharge and money‑receiving powers curtailed: The Minister’s powers to execute discharges and receive money on behalf of grantees are confined to the pre‑registration commencement period; those powers cannot be exercised after the registration commencement time (s 38B(1aa), (2a)). Practitioners should not rely on Ministerial discharge as a post‑migration remedy.
Exclusions in the definition of personal chattels: The Act excludes several categories (s 2(1) and s 2(2)). For instance, sheep, pigs, goats and certain other animals are excluded, as is wool on the sheep’s back. The practical implication is that security arrangements over those excluded items may not be treated as bills of sale under this Act, with consequent effects for registration and priority.
Implied covenants produce broad self‑help: Section 11 gives grantees expansive self‑help powers , entering premises, taking possession and selling chattels , with statutory protection against trespass suits. Those rights can be commercially attractive but raise compliance risks (entry causing damage, confusion about ownership) and may engage other statutes (e.g. consumer protection or trespass laws) in practice.
Purchaser protections limit post‑sale inquiry: Purchasers from a grantee need not inquire into application of sale proceeds and are protected by grantee receipts (s 11(g)). That reduces purchaser diligence obligations at sales but can produce claims by grantors about application of proceeds if the grantee misapplies funds; the Act states purchasers are not liable even where funds are misapplied, but the grantor’s remedy against the grantee remains.
Time between seizure and sale: Non‑perishable chattels must not be sold until five days after seizure (s 36). Practically, this means grantees must budget for storage costs and the risk of loss or depreciation during the minimum wait period.
Priority and insolvency exceptions: Bills that are goods mortgages under the National Credit Code or that are registered security interests under the Goods Securities Act 1986 are not rendered void by non‑registration under s 28(2)-(3). This means some instruments fall outside the State Act’s harsh voidness rule; practitioners must identify whether an instrument is caught by those Commonwealth or State frameworks.
Registrar discretion and record destruction: The Registrar has broad discretion to refuse to exercise functions during migration (s 45) and to destroy or dispose of documents after the registration commencement time (s 46). Vital records may be destroyed when the Registrar determines they serve no useful purpose. Practitioners should obtain copies and confirm transitional arrangements before records can be destroyed.

These “gotchas” are largely timing, form and migration risks. The practical impact is that failing to comply precisely with the Act’s formalities and timetable can result in loss of security rights, inability to renew, or procedural dead ends once the PPS registration commencement time arrives.

Practical compliance requires attention to document content, timing, registration mechanics and the Part 7 transitional constraints. The steps and checks below are grounded in the Act’s text.

Determine whether the instrument is a bill of sale

Review the instrument against s 2(1)’s definition and its list of exclusions. If the instrument purports to grant rights over personal chattels, powers of possession, a trust declaration without transfer, an inventory with a receipt, or a licence to take possession as security, treat it as a potential bill of sale under the Act. Confirm whether the property is within the definition of personal chattels (s 2(1)) or falls into an exclusion (e.g. fixtures assigned with land, excluded animals or wool on sheep’s back).

Draft the bill of sale to meet mandatory particulars and form requirements

Use the form in Schedule 1 as a starting point (s 7) and ensure the bill contains the particulars mentioned in s 9(1): names of the grantor and grantee, their residences or places of business and occupations, and the attesting witness particulars. Missing particulars will prevent registration (s 9(2)).
If the bill of sale is to include standard terms and conditions incorporated by reference, ensure those standard terms have been deposited with the Registrar (if applicable) prior to the last business day before the registration commencement time (s 11A(1) and (1a)), and provide the grantor with a copy of the standard terms before execution (s 11A(3)). Failure to provide the copy attracts a Division 9 fine, though the failure does not affect validity of the bill (s 11A(4)).

Execution and witnessing

Execute the bill in duplicate as required (s 7) and obtain credible witnesses who are not parties to the bill (s 13). Keep the duplicate execution intact because the duplicate must be lodged with the Registrar when seeking registration (s 19).

Lodge for registration promptly

Lodge the duplicate(s) with the Registrar in the General Registry Office and obtain the Registrar’s endorsed certificate of registration (s 19). Registration must occur within 60 days (s 17). While the registration period runs, every bill is treated as having been registered within that period (s 28(1a)),but if registration is not completed within that period and no court relief is secured, the bill risks being void in insolvency and execution contexts (s 28(1)).
If an instrument needs to be extended, varied or corrected, effect the variation by endorsement on the duplicate or a separate instrument (s 21). Endorsing the word “Extended” is an accepted method for extending repayment time by one year (s 21(2)), although other methods are allowed (s 21(3)).
If the duplicate is lost, s 23(6) allows the Registrar, on evidence, to permit dealings to be effected by endorsement on the original and to dispense with production of the duplicate.

Indexing, searches and evidence

After filing, ensure the Registrar indexes the bill (s 24). A party can search the registry during appointed hours (s 27) to determine the priority landscape (s 18).

Renewals and fees

For bills of sale registered after the commencement of the 1940 amendment, set up processes for renewal every five years (s 19A(2)). Renew by lodging the required statutory declaration (s 19A(3)-(4)). Note the Registrar cannot renew registrations following the registration commencement time (s 19A(2a)); renew early if migration is imminent. Renewal fees are payable by the grantor; if paid by a third party, recovery against the grantor is allowed (s 19A(9)). Pay proper fees as prescribed (s 34).

Enforcement on default (pre‑registration‑commencement‑time bills)

If the bill was executed before the registration commencement time and defaults occur, rely on s 11 implied covenants and powers, but comply with s 36: do not sell non‑perishable chattels until five days after seizure. Follow proper notice and commercial sale practices when selling seized chattels to reduce the risk of ancillary claims. Maintain records of inventories and sale receipts, noting that purchaser receipts are a statutory discharge for purchasers (s 11(g)).

Succession and transfers

Transfer or assignment of a registered bill is effected by endorsement on the duplicate in the form of Schedule 5 or by separate instrument (s 20). When registering a dealing, follow s 23 application requirements and ensure production of the duplicate where the Registrar requires it (s 23(2)).

Manage risks around successive bills and insolvency

Avoid executing successive bills of sale that cover the same security within the 60‑day window unless the later instrument is a genuine correction, because s 17A voids overlapping subsequent bills that are designed to secure the same debt and chattels. Consider court relief under s 17B if registration deadlines are not met and the facts support relief.

Prepare for migration to the PPS Register

Under Part 7, many State‑level mechanisms cease at the registration commencement time (s 42(1)). Determine whether a security interest should be migrated to the PPS Register and take steps early to ensure any necessary registrations on the PPS Register occur before State functions become unavailable (s 15(2), s 23(1a), s 19A(2a)). Coordinate with the Registrar about the provision of information to the PPS Registrar (s 43) and document retention plans (s 19D, s 46).
Recognise the Registrar’s discretionary power to refuse to exercise functions during the pre‑PPS transitional period (s 45). That discretion may affect processing of outstanding applications and should inform planning for registrations, renewals and discharges.

Discharges where grantee is uncontactable

If the grantee is dead, cannot be found, is incapable of executing a discharge or unreasonably refuses to discharge, the Minister may discharge the bill or receive money for the grantee under s 38B, subject to the requirement of a notice and prescribed period (s 38B(1a)). However, these powers do not apply after the registration commencement time (s 38B(1aa)-(2a)), so take action before migration where such circumstances are known.

Record copies and evidence handling

Keep copies of all lodged originals and duplicates and confirmations of registration endorsements, because the Registrar may destroy old documents once they have been discharged or become void after prescribed intervals (s 19D) and may dispose of records after the registration commencement time if retention serves no useful purpose (s 46).

Compliance with formal paper and witness requirements

Ensure instruments conform to any paper size and kind regulations (s 38A) unless the Registrar dispenses with the requirement. Ensure witness formalities (s 13) to avoid later attack on execution.

Seek judicial relief where necessary

If registration/renewal deadlines have been missed and the facts support an application, promptly apply to the Supreme Court for an extension under ss 17B or 19B before the registration commencement time where relevant, but note s 42(2) discontinues such proceedings at the registration commencement time.

Following these steps, anchored in the cited sections, positions a practitioner to comply with the Act’s formalities, manage timing and priority risks, and to prepare for the shift to the Commonwealth PPS regime.

Bills of Sale Act 1886

Plain English Summary

Deep Dive

What it does

Current sections

Bills of Sale Act 1886

Source text: opening excerpt

1 Bills of Sale Act 1886

Main concepts

Who it affects

Key duties and rights

Penalties and enforcement

How it interacts with other laws

Amendment history

Litigation history

Gotchas

How to comply