The Personal Property Security Act, C.C.S.M. c. P35 (Assented to July 27, 1993) bilingual version (HTML) Table of Contents Section PART 1 DEFINITIONS AND INTERPRETATION 1 Definitions 1.1 Determination of control 2 Interpretation PART 1.1 SERVICE PROVIDER 2.1 LG in C may designate service provider 2.2 Collection and retention of fees 2.3 Not Crown agent 2.4 Service provider's duties 2.5 Government records 2.6 Collection, use and disclosure of information 2.7 Conflict of interest policy 2.8 Agreement respecting designation and revocation of officials PART 2 APPLICATION 3 Application to transactions, transfers, etc. 4 Where Act does not apply 5 Applicable law re validity and perfection 6 Applicable law where goods moved 7 Mobile goods, intangibles, minehead, etc. 7.1 Conflict of laws — validity of security interest in investment property 8 Procedural and substantive issues 8.1 Interpretation: law of a jurisdiction PART 3 VALIDITY OF SECURITY AGREEMENTS AND RIGHTS OF PARTIES 9 Effectiveness of security agreement 10 Enforceability against third party 11 Delivery of copy of security agreement 12 Attachment of security interest 12.1 Attachment of security interest in favour of securities intermediary 13 Interest in after-acquired property 14 Future advances 15 Application of sale of goods law 16 Acceleration of payment or performance 17 Custody and preservation of collateral 17.1 Rights of secured party — investment property as collateral 18 Demand for information from secured party PART 4 PERFECTION AND PRIORITIES 19 Perfection of security interest 19.1 Perfection of security interest — securities or futures account 19.2 Perfection on attachment 20 Subordination of unperfected security interest 21 Damages recoverable by lessor or consignor 22 Priority of interests 23 Continuity of perfection 24 Perfection by possession of collateral 24.1 Perfection of security interest in investment property 25 Perfection by registration 26 Perfection under section 24 27 Perfection where goods in possession of bailee 28 Security interest in proceeds 29 Returned or repossessed goods 30 Rights of buyer or lessee of goods 31 Rights of creditor, transferee 31.1 Rights of protected purchaser 32 Priority of lien of person furnishing material 33 Transfer of rights of debtor 34 Priority of interests 35 General determination of priority 35.1 Priority among conflicting security interests 36 Security interest in fixtures 37 Security interest in crops 38 Security interest in accessions 39 Security interest in commingled goods 40 Secured party may subordinate interest 41 Assignment of intangible or chattel paper PART 5 REGISTRATION 42 Registry continued 42.1 Oversight by Registrar-General 42.2 Reference to Registrar-General 42.3 Referral by person to Registrar-General 42.4 Disclosure 43 Registration of financing statement 44 Duration and amendment of registration 45 Registration of transfer of security interest 46 Registered documents 47 Registration is not constructive notice 48 Registry searches 49 Registration in L.T.O. 50 Demand to discharge or amend financing statement 51 Subordination of transferred collateral 52 Effect of error in Registry 53 Action under trust indenture 54 Damages, subrogation and payment PART 6 RIGHTS AND REMEDIES ON DEFAULT 55 General provisions 56 Rights and remedies of secured party 57 Collection under intangibles or chattel paper 58 Seizure of collateral 59 Disposition of collateral 60 Use of surplus after disposal of collateral 61 Disposal of collateral that is consumer goods 62 Rights to redemption and reinstatement 63 Court powers respecting collateral 64 Appointment of receiver 65 Consequences of non-compliance with Act 66 Powers of court 67 Extension of time 68 Giving notice 69 Conflict with other legislation 70 Reference to security interest in other legislation 71 Crown bound PART 6.1 VEXATIOUS REGISTRATIONS 71.1 Definitions 71.2 Application 71.3 Registrar may reject financing statement 71.4 Registrar may discharge vexatious registration 71.5 Appeal to Registrar-General 71.6 Appeal to court 71.7 Registrar must comply with direction or order 71.8 Effect on priority 71.9 Restrictions against electronic submissions 71.10 Review by Registrar-General 71.11 Registrar not required to take action 71.12 Giving notice 71.13 Registrar-General's powers and duties PART 7 REGULATIONS 72 Regulations by LG in C PART 8 TRANSITIONAL 73 Prereform and prior security interests 74 Prior registration law 74.1 Transition — The Securities Transfer Act PART 9 CONSEQUENTIAL AMENDMENTS 75-90 Consequential amendments PART 10 REPEAL, C.C.S.M. REFERENCE AND COMING INTO FORCE 91 Repeal 92 C.C.S.M. reference 93 Coming into force HER MAJESTY, by and with the advice and consent of the Legislative Assembly of Manitoba, enacts as follows: PART 1 DEFINITIONS AND INTERPRETATION Definitions 1 In this Act, "accessions" means goods that are installed in or affixed to other goods; (« accessions ») "account" means a monetary obligation not evidenced by chattel paper or an instrument, whether or not it has been earned by performance, but does not include an investment property; (« compte ») "advance" means the payment of money, the provision of credit or the giving of value and includes a liability of the debtor to pay interest, credit costs and other charges or costs payable by the debtor in connection with an advance or the enforcement of a security interest securing the advance; (« avance ») "broker" means a broker as defined in The Securities Transfer Act ; (« courtier ») "building" means a structure, erection, mine or work built, constructed or opened on or in land; (« construction ») "building materials" means materials that are incorporated into a building and includes goods attached to a building so that their removal (a) would necessarily involve the dislocation or destruction of some other part of the building and cause substantial damage to the building, apart from the loss of value of the building resulting from the removal, or (b) would result in weakening the structure of the building or exposing the building to weather damage or deterioration, but does not include (c) heating, air conditioning or conveyancing devices, or (d) machinery installed in a building or on land for use in carrying on an activity in the building or on the land; (« matériaux de construction ») "business" includes profession; (« entreprise ») "certificated security" means a certificated security as defined in The Securities Transfer Act ; (« valeur mobilière avec certificat ») "chattel paper" means one or more writings that evidence both a monetary obligation and a security interest in or lease of specific goods, or a security interest in or lease of specific goods and accessions, but does not include a security agreement providing for a security interest in specific goods and after-acquired goods other than accessions; (« acte mobilier ») "clearing house" means an organization through which trades in options or standardized futures are cleared and settled; (« chambre de compensation ») "clearing house option" means an option, other than an option on futures, issued by a clearing house to its participants; (« option de chambre de compensation ») "collateral" means personal property that is subject to a security interest; (« biens grevés ») "commercial consignment" means a consignment under which goods are delivered for sale, lease, or other disposition to a consignee, who, in the ordinary course of the consignee's business, deals in goods of that description, by a consignor who (a) in the ordinary course of the consignor's business, deals in goods of that description, and (b) reserves an interest in the goods after they are delivered, but does not include an agreement under which goods are delivered (c) to an auctioneer for sale, or (d) to a consignee for sale, lease or other disposition if the consignee is generally known to creditors of the consignee to be selling or leasing goods of others; (« consignation commerciale ») "consumer goods" means goods acquired or used by the buyer or members of the buyer's family, primarily for personal, household or family purposes of the buyer or the buyer's family; (« biens de consommation ») "court" means the Court of King's Bench; (« tribunal ») "creditor" includes an executor, an administrator, an assignee for the benefit of creditors, and a committee of a creditor; (« créancier ») "crops" means crops, whether matured or otherwise, and whether naturally grown or planted, attached to land by roots or forming part of trees or plants attached to land, and includes trees only if they (a) are being grown as nursery stock, (b) are being grown for uses other than for the production of lumber and wood products, or (c) are intended to be replanted in another location for the purpose of reforestation; (« récoltes ») "debtor" means (a) a person who owes payment or performance of an obligation secured, whether or not that person owns or has rights in the collateral, (b) a person who receives goods from another person under a commercial consignment, (c) a lessee under a lease for a term of more than one year, (d) a transferor of an account or chattel paper, (e) in sections 17, 24, 26, 58 and 65 and subsections 59(14), 61(8) and 64(3), the transferee of a debtor's interest in the collateral, or (f) if the person referred to in clause (a) and the person who has rights in the collateral are not the same person, (i) where the term is used in a provision dealing with the collateral, the person who has rights in the collateral, (ii) where the term is used in a provision dealing with the obligation, the obligor, (iii) where the context permits, both the person who has rights in the collateral and the obligor, and (iv) where the term is used in connection with a financing statement, the person who has an interest in the collateral; (« débiteur ») "default" means (a) the failure to pay or otherwise perform the obligation secured when due, or (b) the occurrence of an event or set of circumstances whereupon, under the terms of the security agreement, the security becomes enforceable; (« défaut ») "discharge statement" means data that is permitted or required by this or any other Act or by a regulation under this or any other Act to be entered in the Registry to discharge a registration; (« état de mainlevée ») "document of title" means a writing issued by or addressed to a bailee (a) that covers goods in the bailee's possession that are identified or are fungible portions of an identified mass, and (b) in which it is stated that the goods identified in it will be delivered to a named person, or to the transferee of that person, or to bearer or to the order of a named person; (« titre ») "entitlement holder" means an entitlement holder as defined in The Securities Transfer Act ; (« titulaire du droit ») "entitlement order" means an entitlement order as defined in The Securities Transfer Act ; (« ordre relatif à un droit ») "equipment" means goods that are held by a debtor other than as inventory or consumer goods; (« matériel ») "financial asset" means a financial asset as defined in The Securities Transfer Act ; (« actif financier ») "financing change statement" means data that is permitted or required by this or any other Act or by a regulation under this or any other Act to be entered in the Registry to renew, partially discharge or otherwise amend a registration; (« état de modification de financement ») "financing statement" means data that is permitted or required by this or any other Act or by a regulation under this or any other Act to be entered in the Registry to effect the registration of a security interest in collateral, and includes, where the context permits, (a) a financing change statement, (b) a discharge statement, and (c) a security agreement registered before the day The Personal Property Security Act , S.M. 1973, c. 5, came into force; (« état de financement ») "fixture" does not include building materials; (« accessoire fixe ») "future advance" means an advance, whether or not the advance is made pursuant to an obligation and includes advances and expenditures made for the protection, maintenance, preservation or repair of the collateral; (« avance future ») "futures account" means an account maintained by a futures intermediary in which a futures contract is carried for a futures customer; (« compte de contrats à terme ») "futures contract" means a standardized future or an option on futures, other than a clearing house option, that is (a) traded on or subject to the rules of a futures exchange recognized or otherwise regulated by the Manitoba Securities Commission or by a securities regulatory authority of another province or territory of Canada, or (b) traded on a foreign futures exchange and carried on the books of a futures intermediary for a futures customer; (« contrat à terme ») "futures customer" means a person for whom a futures intermediary carries a futures contract on its books; (« client de contrats à terme ») "futures exchange" means an association or organization operated to provide the facilities necessary for the trading of standardized futures or options on futures; (« Bourse de contrats à terme ») "futures intermediary" means a person who (a) is registered as a dealer permitted to trade in futures contracts, whether as principal or agent, under the securities laws or commodity futures laws of a province or territory of Canada, or (b) is a clearing house recognized or otherwise regulated by the Manitoba Securities Commission or by a securities regulatory authority of another province or territory of Canada; (« intermédiaire en contrats à terme ») "goods" means tangible personal property, fixtures, crops and the unborn young of animals, but does not include chattel paper, a document of title, an instrument, investment property, money, trees that are not crops until they are severed, peat until it is harvested, or minerals until they are extracted; (« objets ») "instrument" means (a) a bill of exchange, note or cheque within the meaning of the Bills of Exchange Act (Canada), (b) any other writing that evidences a right to payment of money and is of a type that in the ordinary course of business is transferred by delivery with any necessary endorsement or assignment, or (c) a letter of credit or an advice of credit if the letter of credit or advice of credit states on it that it must be surrendered on claiming payment, but does not include (d) chattel paper, a document of title or investment property, or (e) a writing that provides for or creates a mortgage or charge in respect of an interest in land that is specifically identified in the writing; (« instrument ») "intangible" means personal property that is not goods, chattel paper, money, a document of title, instrument or investment property; (« bien immatériel ») "inventory" means goods that are (a) held by a person for sale or lease, or leased by that person as lessor, (b) furnished or are to be furnished under a contract of service, (c) raw materials or work in progress, or (d) materials used or consumed in a business; (« stock ») "investment property" means a security, whether certificated or uncertificated, security entitlement, securities account, futures contract or futures account; (« bien de placement ») "lease for a term of more than one year" includes a lease (a) for an indefinite term and includes a lease for an indefinite term that is determinable by one or both of the parties within one year from the date of its execution, (b) initially for a term of one year or less than one year where the lessee, with the consent of the lessor, retains uninterrupted or substantially uninterrupted possession of the leased goods for a period in excess of one year after the day the lessee, with the consent of the lessor, first acquired possession of them, but the lease does not become a lease for a term of more than one year until the lessee's possession extends for more than one year, and (c) for a term of one year or less, where (i) the lease provides that it is automatically renewable or that it is renewable at the option of one of the parties or by agreement of the parties for one or more terms, and (ii) the total of the terms, including the original term, may exceed one year, but does not include a lease (d) involving a lessor who is not regularly engaged in the business of leasing goods, (e) of household furnishings or appliances as part of a lease of land where the goods are incidental to the use and enjoyment of the land, or (f) of prescribed kinds of goods, regardless of the length of the lease term; (« bail d'une durée supérieure à un an ») "minerals" includes petroleum and gas; (« minéraux ») "minister" means the member of the Executive Council charged by the Lieutenant Governor in Council with the administration of this Act; (« ministre ») "money" means a medium of exchange authorized by the Parliament of Canada, or authorized or adopted by a foreign government, as part of its currency; (« argent ») "new value" means value other than antecedent debt or antecedent liability; (« nouvelle prestation ») "obligation secured" means, when determining the amount payable under a lease that secures payment or performance of an obligation, the amount originally contracted to be paid under the lease and any other amount payable under the terms of the lease or required to be paid by the lessee to obtain ownership of the collateral, less any amount paid before the determination; (« obligation garantie ») "obligor" means a person who, in an instrument, undertakes a duty or obligation; (« débiteur obligé ») "option" means an agreement that provides the holder with the right, but not the obligation, to do one or more of the following on terms or at a price established by or determinable by reference to the agreement at or by a time established by the agreement: 1. Receive an amount of cash determinable by reference to a specified quantity of the underlying interest of the option. 2. Purchase a specified quantity of the underlying interest of the option. 3. Sell a specified quantity of the underlying interest of the option. (« option ») "option on futures" means an option the underlying interest of which is a standardized future; (« option sur contrat à terme ») "pawnbroker" means a person who engages in the business of granting credit to individuals for personal, family or household purposes and who (a) takes and perfects security interests in consumer goods by taking possession of them, or (b) purchases consumer goods under agreements or undertakings, express or implied, that the goods may be repurchased by the seller; (« prêteur sur gage ») "personal information" means personal information within the meaning of The Freedom of Information and Protection of Privacy Act ; (« renseignements personnels ») "personal property" includes goods, chattel paper, documents of title, instruments, money, investment property and intangibles; (« biens personnels ») "prescribed" means prescribed by regulation; (Version anglaise seulement) "proceeds" means (a) identifiable or traceable personal property, fixtures and crops (i) derived directly or indirectly from any dealing with collateral or the proceeds of collateral, and (ii) in which the debtor acquires an interest, (b) a right to an insurance payment or any other payment as indemnity or compensation for loss of or damage to the collateral or proceeds of the collateral, (c) a payment made in total or partial discharge or redemption of an intangible, chattel paper, instrument or investment property, and (d) rights arising out of, or property collected on, or distributed on account of, collateral that is investment property; (« produit ») "purchase" means taking by sale, lease, discount, assignment, negotiation, mortgage, pledge, lien, issue, reissue, gift or any other consensual transaction creating an interest in personal property; (« achat ») "purchase money security interest" means (a) a security interest taken or reserved in collateral, other than investment property, to the extent that it secures all or part of its purchase price, (b) a security interest taken or reserved in collateral, other than investment property, by a person who gives value for the purpose of enabling the debtor to acquire rights in the collateral, to the extent that the value is applied to acquire the rights, (c) the interest of a lessor of goods under a lease for a term of more than one year; and (d) the interest of a consignor who delivers goods to a consignee under a commercial consignment, but does not include a transaction of sale and the lease back to the seller; and for the purpose of this definition, "purchase price" and "value" include credit charges or interest payable in respect of the purchase or a loan given to enable the debtor to acquire rights in the collateral; (« sûreté en garantie du prix de vente ») "receiver" includes receiver-manager; (« séquestre ») "Registrar" means the Registrar of Personal Property Security designated under section 42; (« registraire ») "Registry" means the Personal Property Registry designated under section 42; (« Bureau d'enregistrement ») "registry service" means a service relating to the Registry that is provided by or on behalf of the government; (« service d'enregistrement ») "secured party" means (a) a person who has a security interest, (b) a person who holds a security interest for the benefit of another person, and (c) a trustee, if a security interest is embodied in a trust indenture; (« créancier garanti ») "securities account" means a securities account as defined in The Securities Transfer Act ; (« compte de titres ») "securities intermediary" means a securities intermediary as defined in The Securities Transfer Act ; (« intermédiaire en valeurs mobilières ») "security" means a security as defined in The Securities Transfer Act ; ( « valeur mobilière ») "security agreement" means an agreement that creates or provides for a security interest, and if the context permits, includes a writing that evidences a security agreement; (« contrat de sûreté ») "security certificate" means a security certificate as defined in The Securities Transfer Act ; (« certificat de valeur mobilière ») "security entitlement" means a security entitlement as defined in The Securities Transfer Act ; (« droit intermédié ») "security interest" means (a) an interest in personal property that secures payment or performance of an obligation, but does not include the interest of a seller who ships goods to a buyer under a negotiable bill of lading or its equivalent to the order of the seller or an agent of the seller, unless the parties otherwise evidence an intention to create or provide for a security interest in the goods, and (b) the interest of (i) a transferee arising from the transfer of an account or a transfer of chattel paper, (ii) a consignor who delivers goods to a consignee under a commercial consignment, and (iii) a lessor under a lease for a term of more than one year, whether or not the interest secures payment or performance of an obligation; (« sûreté ») "service provider" means a person, partnership or entity designated under section 2.1; (« fournisseur de services ») "specific goods" means goods identified and agreed upon at the time a security agreement in respect of the goods is made; (« objets déterminés ») "standardized future" means an agreement traded on a futures exchange pursuant to standardized conditions contained in the by-laws, rules or regulations of the futures exchange, and cleared and settled by a clearing house, to do one or more of the following at a price established by or determinable by reference to the agreement and at or by a time established by or determinable by reference to the agreement: 1. Make or take delivery of the underlying interest of the agreement. 2. Settle the obligation in cash instead of delivery of the underlying interest. (« contrat à terme normalisé ») "trust indenture" means a deed, indenture or document, however designated, by the terms of which a person issues, guarantees or provides for the issue or guarantee of debt obligations secured by a security interest and in which another person is appointed as trustee for the holders of the debt obligations issued, guaranteed or provided for under the deed, indenture or document; (« acte de fiducie ») "uncertificated security" means an uncertificated security as defined in The Securities Transfer Act ; (« valeur mobilière sans certificat ») "value" means consideration sufficient to support a simple contract, and includes an antecedent debt or antecedent liability. (« prestation ») S.M. 1997, c. 24, s. 2 ; S.M. 2000, c. 6, s. 2 ; S.M. 2008, c. 14, s. 107 ; S.M. 2013, c. 11, s. 46 ; S.M. 2014, c. 27, s. 69 . Determination of control 1.1 For the purposes of this Act, (a) a secured party has control of a certificated security if the secured party has control in the manner provided for in section 23 of The Securities Transfer Act ; (b) a secured party has control of an uncertificated security if the secured party has control in the manner provided for in section 24 of The Securities Transfer Act ; (c) a secured party has control of a security entitlement if the secured party has control in the manner provided for in section 25 or 26 of The Securities Transfer Act ; (d) a secured party has control of a futures contract if (i) the secured party is the futures intermediary with which the futures contract is carried, or (ii) the futures customer, the secured party and the futures intermediary have agreed that the futures intermediary will apply any value distributed on account of the futures contract as directed by the secured party without further consent by the futures customer; and (e) a secured party having control of all security entitlements or futures contracts carried in a securities account or futures account has control over the securities account or futures account. S.M. 2008, c. 14, s. 108 . "Knows or has knowledge" 2(1) For the purpose of this Act, (a) a natural person knows or has knowledge when the person acquires information under circumstances in which a reasonable person would take cognizance of it; (b) a partnership knows or has knowledge when information comes to the attention of one of the general partners, or a person having control or management of the partnership, under circumstances in which a reasonable person would take cognizance of it; (c) a corporation knows or has knowledge (i) when information comes to the attention of (A) a managing director or officer of the corporation, or (B) a senior employee of the corporation with responsibility for matters to which the information relates, under circumstances in which a reasonable person would take cognizance of it, or (ii) when information in writing is delivered to (A) the registered office of the corporation, or (B) the attorney for service for the corporation; (d) the members of an association know or have knowledge when information comes to the attention of (i) a managing director or officer of the association, (ii) a senior employee of the association with responsibility for matters to which the information relates, or (iii) all members, under circumstances in which a reasonable person would take cognizance of it; and (e) a government knows or has knowledge when information comes to the attention of a senior employee of the government with responsibility for matters to which the information relates under circumstances in which a reasonable person would take cognizance of it. Time of determination 2(2) Except where otherwise provided in this Act, the determination whether goods are "consumer goods", "inventory" or "equipment" shall be made as of the time the security interest in the goods attaches. Traceable proceeds 2(3) Proceeds are traceable whether or not a fiduciary relationship exists between the person who has a security interest in the proceeds, as provided in section 28, and the person who has rights in or has dealt with the proceeds. 2(4) [Repealed] S.M. 2008, c. 14, s. 109 . S.M. 2008, c. 14, s. 109 . PART 1.1 SERVICE PROVIDER LG in C may designate service provider 2.1 The Lieutenant Governor in Council may by regulation designate a person, partnership or other entity as a service provider to provide one or more registry services on behalf of the government. S.M. 2013, c. 11, s. 47 . Collection and retention of fees 2.2(1) The Lieutenant Governor in Council may by regulation authorize a service provider to (a) collect on behalf of the government the fees payable under this Act; and (b) despite Part 3 of The Financial Administration Act , retain for its own account all or a portion of the fees as compensation for providing registry services on behalf of the government. Retained amount 2.2(2) An amount retained by a service provider in accordance with a regulation under subsection (1) is not public money for the purpose of The Financial Administration Act . S.M. 2013, c. 11, s. 47 . Not Crown agent 2.3 Subject to the regulations, a service provider is not an agent of the Crown. S.M. 2013, c. 11, s. 47 . Service provider's duties 2.4 A service provider must ensure that any person employed by it to provide a registry service fulfills his or her obligations under the Act. S.M. 2013, c. 11, s. 47 . Government records 2.5(1) Every record created or received by a service provider for the purpose of providing registry services is deemed to be a government record under The Archives and Recordkeeping Act . Public access 2.5(2) Every record respecting the provision of registry services is deemed to be under the control of the minister for the purpose of Part 2 of The Freedom of Information and Protection of Privacy Act . Confidential records 2.5(3) Subsection (2) does not apply to (a) a trade secret of the service provider; or (b) commercial, financial, labour relations, scientific or technical information of a service provider that the service provider has treated consistently as confidential. Service provider must provide records to minister 2.5(4) If a request for access to a record to which subsection (2) applies is made under Part 2 of The Freedom of Information and Protection of Privacy Act , the service provider must (a) provide the minister, or a person appointed by the minister, with the record and any other record the minister considers necessary to respond to the request for access; and (b) cooperate with the minister in responding to the request. Definition of "record" 2.5(5) In this section, "record" means a record of information in any form, including electronic form, but does not include a mechanism or system for generating, sending, receiving, storing or otherwise processing information. S.M. 2013, c. 11, s. 47 . Collection, use and disclosure of information 2.6(1) A service provider may collect, use and disclose personal information to the extent necessary for the purpose of providing registry services on behalf of the government. Protection of privacy 2.6(2) A service provider must, with respect to personal information collected or retained by it to provide registry services, comply with the restrictions and obligations respecting personal information set out in Part 3 of The Freedom of Information and Protection of Privacy Act . Privacy policy 2.6(3) A service provider must establish a policy, acceptable to the minister, to protect (a) the confidentiality, security, accuracy and integrity of personal information collected or retained by it to provide registry services; and (b) the privacy of the persons whom the personal information is about. Publication of policy 2.6(4) The service provider must make the policy established under subsection (3) available to the public. S.M. 2013, c. 11, s. 47 . Conflict of interest policy 2.7(1) A service provider must establish, and make available to the public, a conflict of interest policy that is acceptable to the minister. Content of policy 2.7(2) The conflict of interest policy must (a) include a process for identifying and avoiding conflicts between an employee's personal interests and the interests of the public; (b) prohibit an employee from using information obtained in the course of their employment for personal gain; (c) address potential conflicts between the service provider's interests, including the interests of its affiliates, and the interests of the public; (d) prohibit the Registrar from advising or acting as the agent of any person in relation to a security interest or registration under this Act, except in the performance of his or her duties as Registrar; and (e) include other measures required by the minister. S.M. 2013, c. 11, s. 47 . Agreement respecting designation and revocation of officials 2.8 If registry services are provided by a service provider, the designations and revocations of a designation under section 42 may be governed by an agreement between the government and the service provider. S.M. 2013, c. 11, s. 47 . PART 2 APPLICATION Application to transactions 3(1) Subject to section 4, this Act applies (a) to every transaction that in substance creates a security interest, without regard to its form and without regard to the person who has title to the collateral; and (b) without restricting the generality of clause (a), to a chattel mortgage, conditional sale, fixed charge, floating charge, pledge, trust indenture, trust receipt, assignment, consignment, lease, trust and transfer of chattel paper, where it secures payment or performance of an obligation. Application to transfer, lease, consignment 3(2) Subject to section 4 and subsection 55(1), this Act applies to a transfer of an account or chattel paper, a lease for a term of more than one year and a commercial consignment that does not secure payment or performance of an obligation. Where Act does not apply 4 Except as otherwise provided in this Act, this Act does not apply to (a) a lien, charge or other interest given by a rule of law or a statute in force in Manitoba, unless the statute expressly provides that this Act applies; (b) the creation or transfer of an interest or claim in or under a policy of insurance except the transfer of a right to money or other value payable under a policy of insurance as indemnity or compensation for loss of or damage to collateral; (b.1) a transfer of an interest in or claim in or under a contract of annuity, other than a contract of annuity held by a securities intermediary for another person in a securities account; (c) the creation or transfer of an interest in present or future wages, salary, pay, commission or any other compensation for labour or personal services other than fees for professional services; (d) a transfer of an unearned right to payment under a contract to a transferee who is to perform the transferor's obligations under the contract; (e) the creation or transfer of an interest in land including a lease; (f) the creation or transfer of a right to payment that arises in connection with an interest in or a lease of land, other than a transfer of rental payments payable under a lease of land and a right to payment evidenced by investment property or an instrument; (g) a sale of accounts or chattel paper as part of a sale of a business out of which they arose unless the vendor remains in apparent control of the business after the sale; (h) a transfer of accounts made solely to facilitate the collection of accounts for the transferor; (i) the creation or transfer of a right to damages in tort; (j) an assignment for the general benefit of creditors made pursuant to an Act of the Parliament of Canada relating to insolvency; or (k) a security agreement governed by a statute of the Parliament of Canada that deals with the rights of parties to the agreement or the rights of third parties affected by a security interest created by the agreement, including an agreement governed by Part VIII of the Bank Act (Canada) and a mortgage under the Canada Shipping Act, 2001 . S.M. 2008, c. 14, s. 110 ; S.M. 2015, c. 43, s. 37 . Applicable law respecting validity and perfection 5(1) Subject to sections 6 to 8, the validity, perfection and effect of perfection or non-perfection of (a) a security interest in goods; or (b) a possessory security interest in an instrument, a negotiable document of title, money and chattel paper; is governed by the law of the jurisdiction where the collateral is situated when the security interest attaches. 5(2) [Repealed] S.M. 2008, c. 14, s. 111 . Perfection when goods previously perfected 5(3) A security interest in goods perfected under the law of the jurisdiction in which the goods are situated at the time the security interest attaches but before the goods are brought into the province remains perfected in the province if it is perfected in the province, (a) not later than 60 days after the goods are brought into the province; (b) not later than 15 days after the day the secured party has knowledge that the goods have been brought into the province; or (c) before perfection ceases under the law of the jurisdiction in which the goods were situated when the security interest attached; whichever is earliest, but the security interest is subordinate to the interest of a buyer or lessee of the goods who acquires the interest without knowledge of the security interest and before it is perfected in the province under section 24 or 25. Other means of perfection 5(4) A security interest that is not perfected as provided in subsection (3) may be otherwise perfected in the province under this Act. Perfection when goods not previously perfected 5(5) Where a security interest referred to in subsection (1) is not perfected under the law of the jurisdiction in which the collateral is situated at the time the security interest attaches and before the collateral is brought into the province, it may be perfected under this Act. S.M. 1997, c. 24, s. 3 ; S.M. 2008, c. 14, s. 111 . Applicable law where goods moved 6(1) Subject to section 7, (a) if the parties to a security agreement that creates a security interest in goods in one jurisdiction understand at the time the security interest attaches that the goods will be kept in another jurisdiction; and (b) if the goods are removed to the other jurisdiction, for a purpose other than transportation through the other jurisdiction, not later than 30 days after the security interest attaches; the validity, perfection and effect of perfection or non-perfection of the security interest is governed by the law of the other jurisdiction. Where goods brought into province perfected elsewhere 6(2) If the other jurisdiction referred to in subsection (1) is not this province, and the goods are later brought into this province, the security interest in the goods is a security interest to which subsection 5(3) applies if it was perfected under the law of the jurisdiction from which the goods were removed. Location of debtor 7(1) For the purpose of this section and section 7.1, a debtor is located at (a) any place of business of the debtor; (b) the executive office of the debtor, if the debtor has more than one place of business; and (c) the principal residence of the debtor, if the debtor has no place of business. Applicable law for mobile goods, intangibles, etc. 7(2) The validity, perfection and effect of perfection or non-perfection of (a) a security interest in (i) an intangible, or (ii) goods that are of a type that are normally used in more than one jurisdiction, if the goods are equipment or inventory leased or held for lease by a debtor to others; and (b) a non-possessory security interest in an instrument, a negotiable document of title, money and chattel paper; is governed by the law, including the conflict of law rules, of the jurisdiction in which the debtor is located when the security interest attaches. Perfection where debtor relocates 7(3) Where a debtor relocates to another jurisdiction or transfers an interest in the collateral to a person located in another jurisdiction, a security interest perfected in accordance with the law applicable as provided in subsection (2) remains perfected in the province if it is perfected in the other jurisdiction (a) not later than 60 days after the day the debtor relocates or transfers an interest in the collateral to a person located in the other jurisdiction; (b) not later than 15 days after the day the secured party has knowledge that the debtor has relocated or transferred an interest in the collateral to a person located in the other jurisdiction; or (c) before the day that perfection ceases under the law of the first jurisdiction; whichever is earliest. Possible subordination of interest 7(4) If the law governing the perfection of a security interest referred to in subsection (2) or (3) does not provide for public registration or recording of such security interest or a notice relating to it, and the collateral is not in the possession of the secured party, the security interest is subordinate to (a) an interest in an account payable in the province; and (b) an interest in goods, an instrument, a negotiable document of title, money or chattel paper acquired when the collateral was situated in the province; unless it is perfected under this Act before the interest referred to in clause (a) or (b) arises. Other perfection 7(5) A security interest referred to in subsection (4) may be otherwise perfected under this Act. Security interest in minerals 7(6) Notwithstanding subsection (2) and section 6, the validity, perfection and effect of perfection or non-perfection of a security interest in minerals or in an account resulting from the sale of the minerals at the minehead (a) that is provided for in a security agreement executed before the minerals are extracted; and (b) that attaches to the minerals upon extraction or attaches to an account upon sale of the minerals; is governed by the law of the jurisdiction in which the minehead is located. "Minehead" 7(7) In subsection (6), "minehead" includes wellhead. S.M. 2008, c. 14, s. 112 . Conflict of laws — validity of security interest in investment property 7.1(1) The validity of a security interest in investment property is governed by the law, at the time the security interest attaches, (a) of the jurisdiction where the certificate is located if the collateral is a certificated security; (b) of the issuer's jurisdiction if the collateral is an uncertificated security; (c) of the securities intermediary's jurisdiction if the collateral is a security entitlement or a securities account; or (d) of the futures intermediary's jurisdiction if the collateral is a futures contract or a futures account. Perfection, non-perfection and priority of security interest in investment property 7.1(2) Except as otherwise provided in subsection (5), the perfection, effect of perfection or non-perfection and the priority of a security interest in investment property is governed by the law (a) of the jurisdiction in which the certificate is located if the collateral is a certificated security; (b) of the issuer's jurisdiction if the collateral is an uncertificated security; (c) of the securities intermediary's jurisdiction if the collateral is a security entitlement or a securities account; or (d) of the futures intermediary's jurisdiction if the collateral is a futures contract or a futures account. Determining jurisdiction 7.1(3) For the purposes of this section, (a) the location of a debtor is determined by subsection 7(1); (b) the issuer's jurisdiction is determined by subsection 44(5) of The Securities Transfer Act ; and (c) the securities intermediary's jurisdiction is determined by subsection 45(2) of The Securities Transfer Act . Determining futures intermediary's jurisdiction 7.1(4) For the purposes of this section, the following rules determine a futures intermediary's jurisdiction: (a) if an agreement between the futures intermediary and futures customer governing the futures account expressly provides that a particular jurisdiction is the futures intermediary's jurisdiction for the purposes of the law of that jurisdiction, this Act or any provision of this Act, the jurisdiction expressly provided for is the futures intermediary's jurisdiction; (b) if clause (a) does not apply and an agreement between the futures intermediary and futures customer governing the futures account expressly provides that the agreement is governed by the law of a particular jurisdiction, that jurisdiction is the futures intermediary's jurisdiction; (c) if neither clause (a) nor (b) applies and an agreement between the futures intermediary and futures customer governing the futures account expressly provides that the futures account is maintained at an office in a particular jurisdiction, that jurisdiction is the futures intermediary's jurisdiction; (d) if none of the preceding clauses applies, the futures intermediary's jurisdiction is the jurisdiction in which the office identified in an account statement as the office serving the futures customer's account is located; (e) if none of the preceding clauses applies, the futures intermediary's jurisdiction is the jurisdiction in which the chief executive office of the futures intermediary is located. Matters governed by law of debtor's jurisdiction 7.1(5) The law of the jurisdiction in which the debtor is located governs (a) perfection of a security interest in investment property by registration; (b) perfection of a security interest in investment property granted by a broker or securities intermediary where the secured party relies on attachment of the security interest as perfection; and (c) perfection of a security interest in a futures contract or futures account granted by a futures intermediary where the secured party relies on attachment of the security interest as perfection. Perfection of security interest under law of debtor's jurisdiction 7.1(6) A security interest perfected under the law of the jurisdiction designated in subsection (5) remains perfected until the earliest of (a) 60 days after the day the debtor relocates to another jurisdiction; (b) 15 days after the day the secured party knows the debtor has relocated to another jurisdiction; and (c) the day that perfection ceases under the previously applicable law. Perfection of security interest under law of issuer's jurisdiction, etc. 7.1(7) A security interest in investment property that is perfected under the law of the issuer's jurisdiction, the securities intermediary's jurisdiction or the futures intermediary's jurisdiction, as applicable, remains perfected until the earliest of (a) 60 days after a change of the applicable jurisdiction to another jurisdiction; (b) 15 days after the day the secured party knows of the change of the applicable jurisdiction to another jurisdiction; and (c) the day that perfection ceases under the previously applicable law. S.M. 2008, c. 14, s. 113 .
