IP/N/1/AUS/O/6  
 
18 June 2013  
(13-3162)  Page: 1/121  
Council for Trade-Related Aspects 
of Intellectual Property Rights  Original: English/anglais/inglés  
 
 NOTIFICATION OF OTHER INTELLECTUAL PROPERTY LAWS  
AND REGULATIONS UNDER ARTICLE 63.2  
OF THE TRIPS AGREEMENT 
AUSTRALIA  
This document reproduces the text1 of the Personal Property Securities (Corporations and Other 
Amendments) Act 2010, as notified by Australia on 22 May 2013 under Article 63.2 of the Agreement (see document IP/N/1/AUS/5). 
 
Conseil des aspects des droits de propriété 
intellectuelle qui touchent au commerce 
 
AUTRES LOIS ET RÉGLEMENTATIONS CONSACRÉES À 
LA PROPRIÉTÉ INTELLECTUELLE NOTIFIÉES AU  
TITRE DE L'ARTICLE 63:2 DE L'ACCORD 
AUSTRALIE  
Le présent document contient le texte1 de la Loi de 2010 sur les titres des biens personnels 
(Sociétés et autres modifications), notifiée par l'Australie le 22 mai 2013 au titre de l'article 63:2 
de l'Accord (voir le document IP/N/1/AUS/5).  
Consejo de los Aspectos de los Derechos de Propiedad Intelectual relacionados con el Comercio 
 
OTRAS LEYES Y REGLAMENTOS DEDICADOS A LA PROPIEDAD 
INTELECTUAL NOTIFICADOS EN VIRTUD DEL PÁRRAFO 2 
DEL ARTÍCULO 63 DEL ACUERDO 
A
USTRALIA  
En el presente documento se reproduce el texto1 de la Ley de 2010 de Garantía de Bienes Muebles 
(Corporaciones y Otras Enmiendas), notificado por Australia el 22 de mayo de 2013 en virtud de lo 
dispuesto en el párrafo 2 del artículo 63 de l Acuerdo (véase el documento IP/N/1/AUS/5). 
                                               
1 In English only./En anglais seulement./En inglés solamente. IP/N/1/AUS/O/6 
 
- 2 - 
 
  PP 3-121 - Offset (Pdf file attached) 
PP 3 à 121 - Offset (fichier Pdf joint) PP 3-121 - Offset (fichero Pdf adjunto)   
Personal Property Securities 
(Corporations and Other 
Amendments) Act 2010  
Act No.  96 of 2010 as amended 
This compilation was prepared on 13 December 2011 
taking into account amendments up to Act No. 138 of 2011  
The text of any of those amendments not in force 
on that date is appended in the Notes section 
The operation of amendments that have been incorporated may be 
affected by application provisions that are set out in the Notes section 
Prepared by the Office of Legislative Drafting and Publishing, 
Attorney- General’s Department, Canberra  
   
   
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Personal Property Securities (Corporations and Other Amendments) Act 2010                    
iii Contents 
1 Short title [ see Note 1]  ....................................................................... 1 
2 Commencement  .................................................................................  1 
3 Schedule(s)  ........................................................................................ 4 
Schedule 1—Corporations Act 2001  5 
Part 1—New concepts  5 
Part 2—Repeal of Chapter 2K (registration of charges)  11 
Part 3—Charges and chargees  13 
Division 1 —Specific amendments  13 
Division 2 —Bulk amendments  19 
Part 4—Floating charges  23 
Part 5—Security  28 
Part 6—Mortgages and mortgagees  30 
Part 7—Liens and pledges  31 
Part 8—PPSA retention of title property  33 
Part 9—Special requirements for security interests  44 
Part 10—Transitional provisions  54 
Schedule 2—Personal Property Securities Act 2009  60 
Part 1—Specific amendments  60 
Part 2—Bulk amendments  102 
Schedule 3—Amendment of other Acts  104 
Designs Act 2003  104 
Fisheries Management Act 1991  104 
Mutual Assistance in Criminal Matters Act 1987  105 
Navigation Act 1912  106 
Offshore Petroleum and Greenhouse Gas Storage Act 2006  106 
Patents Act 1990  107 
Personal Property Securities (Consequential Amendments) Act 2009  108 
Proceeds of Crime Act 2002  108 
Torres Strait Fisheries Act 1984  111 
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iv            Personal Property Securities (Corporations and Other Amendments) 
Act 2010        Trade Marks Act 1995  112 
Notes   113 
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Personal Property Securities (Corporations and Other Amendments) Act 2010              
1 An Act to amend certain Acts as a consequence of 
the enactment of the Personal Property Securities 
Act 2009 , to amend that Act, and for related 
purposes 
1  Short title  [see Note 1] 
  This Act may be cited as the Personal Property Securities 
(Corporations and Other Amendments) Act 2010 . 
2  Commencement 
 (1) Each provision of this Act specified in column 1 of the table 
commences, or is taken to have commenced, in accordance with 
column 2 of the table. Any other statement in column 2 has effect 
according to its terms. 
 
Commencement information  
Column 1  Column 2  Column 3  
Provision(s)  Commencement  Date/Details  
1.  Sections  1 to 3 
and anything in 
this Act not 
elsewhere covered 
by this table  The day this Act receives the Royal Assent.  6 July 2010  
2.  Schedule  1, 
items  1 to 185  The registration commencement time within 
the meaning of section  306 of the Personal 
Property Securities Act 2 009. 30 January 2012  
(see 
F2011L02397)  
3.  Schedule  1, 
item 186 The day this Act receives the Royal Assent.  
 6 July 2010  
4.  Schedule  1, 
item 187 The registration commencement time within 
the meaning of section  306 of the Personal 
Property Securities Act  2009 . 30 January 2012  
(see 
F2011L02397)  
5.  Schedule  2, 
items  1 to 107 The day this Act receives the Royal Assent.  6 July 2010  
6.  Schedule  2, 
item 108 The registration commencement time within 
the meaning of section  306 of the Personal 
Property Securit ies Act 2009 . 30 January 2012  
(see 
F2011L02397)  
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2            Personal Property Securities (Corporations and Other Amendments) 
Act 2010        Commencement information  
Column 1  Column 2  Column 3  
Provision(s)  Commencement  Date/Details  
7.  Schedule  2, 
items  109 to 153 The day this Act receives the Royal Assent.  6 July 2010  
8.  Schedule  3, 
item 1 Immediately after the commencement of 
item 1 of Schedule  2 to the Personal 
Property Securities  (Consequential 
Amendments) Act 2009 . 30 January 2012  
9.  Schedule  3, 
item 2 Immediately after the commencement of 
item 1 of Schedule  1 to the Personal 
Property Securities (Consequential 
Amendments) Act 2009 . 30 January 2012  
10.  Schedule  3, 
items  3 and 4 The registration commencement time within 
the meaning of section  306 of the Personal 
Property Securities Act 2009 . 30 January 2012  
(see 
F2011L02397)  
11.  Schedule  3, 
item 5 Immediately after the commencement of 
item 6 of Schedule  3 to the Personal 
Prope rty Securities (Consequential 
Amendments) Act 2009 . 30 January 2012  
12.  Schedule  3, 
items  6 to 15  The registration commencement time within 
the meaning of section  306 of the Personal 
Property Securities Act 2009 . 30 January 2012  
(see 
F2011L02397)  
13.  Schedule  3, 
item 16 Immediately after the commencement of 
item 14 of Schedule  2 to the Personal 
Property Securities (Consequential 
Amendments) Act 2009 . 30 January 2012  
14.  Schedule  3, 
item 17 Immediately after the commencement of 
item 17 of Schedule  1 to the Personal 
Property Securities (Consequential 
Amendments) Act 2009 . 30 January 2012  
15.  Schedule  3, 
items  18 to 21  The registration commencement time within 
the meaning of section  306 of the Personal 
Property Securities Act 2009 . 30 January 2012  
(see 
F2011L02397)  
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Personal Property Securities (Corporations and Other Amendments) Act 2010          
3 Commencement information  
Column 1  Column 2  Column 3  
Provision(s)  Commencement  Date/Details  
16.  Schedule  3, 
items  22 and 23  The registration commencement time within 
the meaning of section  306 of the Personal 
Property Securities Act 2009 . 
However, if the Crimes Legislation 
Amendment (Serious and Organised Crime) 
Act 2010  receives t he Royal Assent before 
the registration commencement time within 
the meaning of section  306 of the Personal 
Property Securities Act 2009 , the 
provision(s) do not commence at all.  Do not 
commence  
17.  Schedule  3, 
items  24 to 28  The registration commencemen t time within 
the meaning of section  306 of the Personal 
Property Securities Act 2009 . 30 January 2012  
(see 
F2011L02397)  
18.  Schedule  3, 
item 29 Immediately after the commencement of 
item 19 of Schedule  1 to the Personal 
Property Securities (Consequentia l 
Amendments) Act 2009 . 30 January 2012  
19.  Schedule  3, 
item 30 Immediately after the commencement of 
item 18 of Schedule  2 to the Personal 
Property Securities (Consequential 
Amendments) Act 2009 . 30 January 2012  
Note 1: This table relates only to the provisions of this Act as originally 
passed by both Houses of the Parliament and assented to. It will not be 
expanded to deal with provisions inserted in this Act after assent. 
Note 2: The registration commencement time , within the meaning of 
section 306 of the Personal Property Securities Act 2009 , is the start 
of 1 February 2012 (the first day of the month that is 26 months after 
that Act was given the Royal Assent), or another time determined by 
the Minister administering that Act, by legislative instrument. 
 (2) Column 3 of the table contains additional information that is not 
part of this Act. Information in this column may be added to or 
edited in any published version of this Act. 
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4            Personal Property Securities (Corporations and Other Amendments) 
Act 2010        3  Schedule(s) 
  Each Act that is specified in a Schedule to this Act is amended or 
repealed as set out in the applicable items in the Schedule 
concerned, and any other item in a Schedule to this Act has effect 
according to its terms. 
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Personal Property Securities (Corporations and Other Amendments) Act 2010          
5 Schedule 1— Corporations Act 2001 
Part 1—New concepts 
1  Section 9 
Insert: 
circulating security interest  has the meaning given by section 51C. 
2  Section 9 
Insert: 
lease  does not include a lease of goods that gives rise to a PPSA 
security interest in the goods. 
Note: An interest that arises under a lease of goods that in substance secures 
the payment or performance of an obligation, or that arises under a 
PPS lease within the meaning of the Personal Property Securities Act 
2009 , may be a PPSA security interest (see sections 12 and 13 of that 
Act and the definition of PPSA security interest  in secti on 51 of this 
Act). 
3  Section 9 
Insert: 
PPSA retention of title property  (short for Personal Property 
Security Act retention of title property) has the meaning given by 
section 51F. 
4  Section 9 
Insert: 
PPSA security interest  (short for Personal Property Security Act 
security interest) has the meaning given by section 51. 
5  Section 9 (at the end of the definition of property ) 
Add: 
, and: 
 (a) in Part 5.3A (administration) —has a meaning affected by 
section 435B; and 
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6            Personal Property Securities (Corporations and Other Amendments) 
Act 2010         (b) in Part 5.4B (winding up in insolvency or by the Court) —has 
a meaning affected by section 465; and 
 (c) in Part 5.5 (voluntary winding up) —has a meaning affected 
by section 489F; and 
 (d) in Part 5.6 (winding up generally) —has a meaning affected 
by section 513AA; and 
 (e) in Part 5.7B (recovering property or compensation for 
creditors of insolvent company) —has a meaning affected by 
section 588C; and 
 (f) in Part 5.8 (offences relating to external administration) —has 
a meaning affected by subsection 589(5); and  
 (g) in Part 5A.1 (deregistration, and transfer of registration, of 
companies) —has a meaning affected by section 601; and 
 (h) in Part 5B.2 (registrable bodies) —has a meaning affected by 
section 601C. 
Note: A reference in this Act to the property of a corporation does not 
include a reference to any PPSA retention of title property of the 
corporation, unless provided otherwise expressly or by necessary 
implication (see section 51F). The sections mentioned in 
paragraphs (a) to (h) extend references to property of a corporation in 
Parts of this Act to PPSA retention of title property (or to certain 
PPSA retention of title property). 
6  Section 9 (definition of retention of title clause ) 
Repeal the definition, substitute: 
retention of title clause : property is subject to a retention of title 
clause  under a contract for the sale of property: 
 (a) if the contract contains a provision the effect of which is that 
the seller retains title in the property until the purchase price, 
or another amount, has been paid in full; and 
 (b) if the purchase price, or the other amount, as the case may be, 
has not been paid in full; and 
 (c) to the extent that the contract does not give rise to a PPSA 
security interest in the property. 
Note: See also the definitions of PPSA security interest in section 51 and 
PPSA retention of title property  in section 51F. 
7  Section 9 
Insert: 
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7 secured creditor  has the meaning given by section 51E. 
8  Section 9 
Insert: 
secured party  has the meaning given by section 51B. 
9  Section 9 
Insert: 
security interest  has the meaning given by section 51A. 
10  After Division 6 of Part 1.2 
Insert: 
Division 6A—Security interests 
51  Meaning of PPSA security interest 
  In this Act: 
PPSA security interest  (short for Personal Property Securities Act 
security interest) means a security interest within the meaning of 
the Personal Property Securities Act 2009  and to which that Act 
applies, other than a transitional security interest within the 
meaning of that Act. 
Note 1: The Personal Property Securities Act 2009  applies to certain security 
interests in personal property. See the following provisions of that 
Act: 
(a) section 8 (interests to which the Act does not apply); 
(b) section 12 (meaning of security interest ); 
(c) Chapter 9 (transitional provisions). 
Note 2: For the meaning of transitional security interest , see section 308 of 
the Personal Property Securities Act 2009 . 
51A  Meaning of security interest 
  In this Act: 
security interest  means: 
 (a) a PPSA security interest; or  
 (b) a charge, lien or pledge. 
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8            Personal Property Securities (Corporations and Other Amendments) 
Act 2010        51B  Meaning of secured party 
  In this Act: 
secured party , in relation to a security interest, means: 
 (a) if the security interest is a PPSA security interest —a secured 
party within the meaning of the Personal Property Securities 
Act 2009 ; or 
 (b) if the security interest is not a PPSA security interest, but 
consists of a charge, lien or pledge in relation to the 
property —a chargee, lienee or pledgee in relation to the 
charge, lien or pledge. 
Note: Security interests are either PPSA security interests, or charges, liens 
or pledges (see section 51A). 
51C  Meaning of circulating security interest  
  In this Act: 
circulating security interest  means a security interest that is: 
 (a) a PPSA security interest, if: 
 (i) the security interest has attached to a circulating asset 
within the meaning of the Personal Property Securities 
Act 2009 ; and 
 (ii) the grantor (within the meaning of that Act) has title to 
the asset; or  
 (b) a floating charge. 
Note: Security interests are either PPSA security interests, or charges, liens 
or pledges (see section 51A). 
51D  Meaning of possessory security interest 
  In this Act: 
possessory security interest , in relation to property, means a 
security interest that is: 
 (a) a PPSA security interest in the property that is perfected by 
possession or control, within the meaning of the Personal 
Property Securities Act 2009 ; or 
 (b) a lien or a pledge in relation to the property. 
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Personal Property Securities (Corporations and Other Amendments) Act 2010          
9 Note: Security interests are either PPSA security interests, or charges, liens 
or pledges (see section 51A). 
51E  Meaning of secured creditor 
  In this Ac t: 
secured creditor  of a corporation means a creditor of the 
corporation, if the debt owing to the creditor is secured by a 
security interest. 
51F  Meaning of PPSA retention of title property  
Definition 
 (1) Property is PPSA retention of title property  (short for Personal 
Property Securities Act retention of title property) of a corporation 
if: 
 (a) the property is personal property; and 
 (b) the property is used or occupied by, or is in the possession of, 
the corporation; and 
 (c) the corporation does not have title to the property; and 
 (d) a PPSA security interest is attached to the property, within 
the meaning of the Personal Property Securities Act 2009 ; 
and 
 (e) the corporation is the grantor in relation to the PPSA security 
interest, within the meaning of that Act. 
Examples: The following personal property is PPSA retention of title property  if 
a PPSA security interest attaches to the property by virtue of the 
transaction concerned, and the grantor is a corporation: 
(a) property that is the subject of an agreement to sell subject to 
retention of title, or a hire purchase agreement, that secures the 
payment or performance of an obligation (see subsection 12(2) of 
the Personal Property Securities Act 2009 ); 
(b) property that is the subject of a lease, or a consignment 
agreement, that secures the payment or performance of an 
obligation (see subsection 12(2) of the Personal Property 
Securities Act 2009 ); 
(c) goods that are the subject of a commercial consignment (see 
subsection 12(3) of the Personal Property Securities Act 2009 ); 
(d) goods that are leased or bailed under a PPS lease (see subsection 
12(3) of the Personal Property Securities Act 2009 ). 
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10            Personal Property Securities (Corporations and Other Amendments) 
Act 2010        References to property of a corporation 
 (2) A reference in this Act to the property of a corporation does not 
include a reference to any PPSA retention of title property of the 
corporation, unless provided otherwise expressly or by necessary 
implication. 
Note: See also the definition of property  in section 9. 
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Repeal of Chapter 2K (registration of charges)  Part 2 
 
 
 
 
Personal Property Securities (Corporations and Other Amendments) Act 2010          
11  
Part 2—Repeal of Chapter 2K (registration of 
charges) 
11  Section 9 ( paragraphs (a) and (b) of the definition of 
company ) 
Repeal the paragraphs. 
12  Paragraph 3.9 of the small business guide in Part 1.5 
Omit “and a register of charges”.  
13  Paragraph 3.9 of the small business guide in Part 1.5 
Omit “—1302”,  substitute “, 1301”.  
14  Paragraph 3.11 of the small business guide in Part 1.5 
Repeal the paragraph. 
15  Paragraph 4.4 of the small business guide in Part 1.5 
(table item 2) 
Omit “, 1302”.  
16  Paragraph 4.4 of the small business guide in Part 1.5 
(table item 6) 
Repeal the item. 
17  Subsection 168(1) (note 1) 
Repeal the note. 
18  Chapter 2K 
Repeal the Chapter. 
19  Paragraph 283DA(d) 
Repeal the paragraph. 
20  Section 553E 
Omit “and to section  279”.  
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12            Personal Property Securities (Corporations and Other Amendments) 
Act 2010        21  Paragraph 601BC(6)(c) 
Repeal the paragraph. 
22  Subsection 601BC(6) (note) 
Repeal the note. 
23  Paragraphs 601BK(1)(a) and (b) 
Repeal the paragraphs, substitute: 
 (a) set up the register required by section 168; and 
 (b) include in the register the information that is required to be 
included in the register and that is available to the company 
on registration; and 
24  Subsection 601BM(2) 
Omit “and sections  263, 266 and 276 set out”, substitute “sets out”.  
25  Paragraphs 601CB(d) and 601CE(e) 
Repeal the paragraphs. 
26  Section 1302 
Repeal the section. 
27  Section 1446 
Repeal the section. 
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Personal Property Securities (Corporations and Other Amendments) Act 2010          
13  
Part 3—Charges and chargees 
Division 1 —Specific amendments 
28  Subparagraph 283BF(4)(c)(ii) 
Omit “security or charge”, substitute “security interest”.  
29  Subsection 420B(1) 
Repeal the subsection, substitute: 
 (1) On the application of a managing controller of property of a 
corporation, the Court may by order authorise the controller to sell, 
or to dispose of in some other specified way, specified property of 
the corporation, even though it is subject to a security interest (the 
prior security interest ) that has priority over a security interest (the 
controller’s security interest ) in that property that the controller is 
enforcing. 
Note: The heading to section 420B is altered by omitting “ charge ” and substituting “ security 
intere st”. 
30  Paragraphs 420B(2)(b) and (d) 
Omit “holder of the prior charge”, substitute “secured party in relation 
to the prior security interest”.  
31  Subsection 420B(3) 
Omit “holder of the prior charge”, substitute “secured party in relation 
to the prior se curity interest”.  
32  Paragraph 434B(3)(b) 
Omit “holder of the charge”, substitute “secured party in relation to the 
security interest”.  
33  Subsection 434B(5) 
Omit “holder of the charge”, substitute “secured party”.  
34  Subsection 436C(1) 
Repeal the subsection, substitute: 
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14            Personal Property Securities (Corporations and Other Amendments) 
Act 2010         (1) A person who is entitled to enforce a security interest in the whole, 
or substantially the whole, of a company’s property may by writing 
appoint an administrator of the company if the security interest has 
become, and is still, enforceable. 
 (1A) Subsection (1) applies in relation to a PPSA security interest only 
if the security interest is perfected within the meaning of the 
Personal Property Securities Act 2009 . 
Note: The heading to section 436C is altered by omitting “ Chargee ” and  substituting 
“Secured party ”. 
35  Division 7 of Part  5.3A (heading) 
Repeal the heading, substitute: 
Division 7 —Rights of secured party, owner or lessor 
Subdivision A —General 
441  Application of Division 
  Except as expressly provided, nothing in this Division limits the 
generality of anything else in it. 
36  Section 441A 
Repeal the section, substitute: 
Subdivision B —Property subject to security interests 
441AA  Application of Subdivision —PPSA security interests 
  This Subdivision only applies in relation to the enforcement of a 
PPSA security interest if the security interest is perfected, within 
the meaning of the Personal Property Securities Act 2009 , at the 
time the enforcement starts. 
441A  Secured party acts before or during decision period 
Scope 
 (1) This section applies if: 
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Personal Property Securities (Corporations and Other Amendments) Act 2010          
15  (a) the whole, or substantially the whole, of the property of a 
company under administration is subject to a security 
interest; and 
 (b) before or during the decision period, the secured party 
enforced the security interest in relation to all property 
(including any PPSA retention of title property) of the 
company subject to the security interest, whether or not the 
security interest was enforced in the same way in relation to 
all that property. 
 (2) This section also applies if: 
 (a) a company is under administration; and 
 (b) the same person is the secured party in relation to each of 2 
or more security interests in property (including PPSA 
retention of title property) of the company; and 
 (c) the property of the company (the secured property ) subject to 
the respective security interests together constitutes the 
whole, or substantially the whole, of the company’s property; 
and 
 (d) before or during the decision period, the secured party 
enforced the security interests in relation to all the secured 
property: 
 (i) whether or not the security interests were enforced in 
the same way in relation to all the secured property; and 
 (ii) whether or not any of the security interests was enforced 
in the same way in relation to all the property of the 
company subject to that security interest; and 
 (iii) in so far as the security interests were enforced in 
relation to property of the company by a receiver or 
controller appointed for the purposes of Part 5.2 
(whether under an instrument relating to the security 
interest or a court order) —whether or not the same 
person was appointed in respect of all of the 
last-mentioned property. 
Power of enforcement by secured party, receiver or controller 
 (3) Nothing in section 437C, 440B, 440F or 440G, or in an order under 
subsection 444F(2), prevents any of the following from enforcing 
the security interest, or any of the security interests: 
 (a) the secured party; 
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16            Personal Property Securities (Corporations and Other Amendments) 
Act 2010         (b) a receiver or controller appointed for the purposes of Part 5.2 
(whether under an instrument relating to the security interest 
or a court order, and even if appointed after the decision 
period). 
 (4) Section 437D does not apply in relation to a transaction or dealing 
that affects property of the company and is entered into by: 
 (a) the secured party in the performance or exercise of a function 
or power as secured party; or 
 (b) a receiver or controller mentioned in paragraph (3)(b) of this 
section, in the performance or exercise of a function or power 
as such a receiver or controller. 
37  Section 441C  
Repeal the section, substitute: 
441C  Security interest in perishable property 
Scope 
 (1) This section applies if perishable property of a company under 
administration is subject to a security interest. 
Power of enforcement by secured party, receiver or controller 
 (2) Nothing in section 437C or 440B prevents any of the following 
from enforcing the security interest, so far as it is a security interest 
in perishable property: 
 (a) the secured party; 
 (b) a receiver or controller appointed for the purposes of Part 5.2 
(whether under an instrument relating to the security interest 
or a court order, and even if appointed after the decision 
period). 
 (3) Section 437D does not apply in relation to a transaction or dealing 
that affects perishable property of the company and is entered into 
by: 
 (a) the secured party in the performance or exercise of a function 
or power as secured party; or 
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17  (b) a receiver or controller mentioned in paragraph (2)(b) of this 
section, in the performance or exercise of a function or power 
as such a receiver or controller. 
38  Subsection 441D(3) 
Omit “chargee’s”, substitute “secured party’s”.  
Note: The heading to section 441D is altered by omitting “ chargee etc. in relation to 
charged ” and substituting “ secured party etc. in relation to secured ”. 
39  Section 441E 
Omit “a charge”, substitute “an agreement or instrument under which a 
security interest is created or arises”.  
Note: The heading to section 441E is altered by omitting “ charge ” and substituting “ security 
agreement etc. ”. 
40  After section 441E 
Insert: 
441EA  Sale of property subject to a possessory security interest 
Scope 
 (1) This section applies if: 
 (a) a company is under administration; and 
 (b) property of the company is subject to a possessory security 
interest; and 
 (c) the property is in the possession of the secured party; and 
 (d) the secured party sells the property. 
Distribution of proceeds of sale 
 (2) The secured party is entitled to retain proceeds of the sale as 
follows: 
 (a) if the net proceeds of sale equals the debt secured by the 
possessory security interest —the secured party is entitled to 
retain the net proceeds; 
 (b) if the net proceeds of sale exceeds the debt secured by the 
possessory security interest —the secured party is entitled to 
retain so much of the net proceeds as equals the amount of 
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Part 3   Charges and chargees  
 
 
 
 
18            Personal Property Securities (Corporations and Other Amendments) 
Act 2010        the debt secured by the security interest, but must pay the 
excess to the administrator on behalf of the company; 
 (c) if the net proceeds of sale fall short of the debt secured by the 
possessory security interest —the secured party is entitled to 
retain the net proceeds. 
Subdivision C —Property not subject to security interests 
441EB  Scope of Subdivision 
  This Subdivision does not apply in relation to the enforcement of a 
right, or the performance or exercise of a function or power, if the 
enforcement, performance or exercise is authorised by (or because 
of) a transaction or dealing that gives rise to a security interest in 
the property concerned. 
Example: An example of a transaction or dealing in relation to which this 
Subdivision does not apply because of this section is a commercial 
consignment of personal property. Such a transaction gives rise to a 
PPSA security interest because of section 12 of the Personal Property 
Securities Act 2009 . The consigned property is PPSA retention of title 
property of the company (see sections 51F and 435B). 
Note: Subdivision B (property subject to security interests) may apply in 
relation to transactions or dealings to which this Subdivision does not 
apply because of this section. For example, Subdivision B would 
apply in relation to a commercial consignment of personal property, 
because such a transaction gives rise to a PPSA security interest. 
41  Sections 441JA and 441K 
Repeal the sections. 
42  Paragraphs 442D(1)(a) and (b) and (2)(a) and (b) 
Repeal the paragraphs, substitute: 
 (a) the secured party; or 
 (b) a receiver or controller appointed under Part 5.2 (whether 
under an instrument relating to the security interest or a court 
order, and even if appointed after the decision period). 
Note: The heading to section 442D is altered by omitting “ chargee, receiver etc. ” and 
substituting “ secured party, receiver or controller ”. 
43  Subsection 442D(3) 
Omit “chargee, receiver or other person”, substitute “secured party, 
receiver or contr oller”.  
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         - 24 -Corporations Act 2001  Schedule 1  
Charges and chargees  Part 3 
 
 
 
 
Personal Property Securities (Corporations and Other Amendments) Act 2010          
19 44  Paragraphs 443B(7)(b) and (c) 
Repeal the paragraphs, substitute: 
 (b) under an agreement or instrument under which a security 
interest in the property is created or arises: 
 (i) the secured party appoints an agent to enter into 
possession, or to assume control, of the property; or 
 (ii) the secured party takes possession, or assumes control, 
of the property; 
45  Subsection 477(2B) 
Omit “charge”, substitute “an agreement under which a security interest 
arises or is created”.  
46  Paragraph 601AE(3)(a) 
Omit “charge”, substitute “security interest in”.  
47  Paragraph 652C(1)(g) 
Omit “charges, or agrees to charge,”, substitute “grants, or agrees to 
grant, a security interest in”.  
48  Paragraph 1020B(3)(b) 
Omit “charged or pledged”, substitute “subject to a security interest”.  
Division 2 —Bulk amendments 
49  Amendments to change references to charges etc. to 
references to security interests etc. 
The specified provisions of the Corporations Act 2001  listed in items 50 
to 85 of this Schedule are amended by: 
 (a) omitting “charge on” (wherever occurring) and substituting 
“security interest in”; and  
 (b) omitting “charge” (wherever occurring otherwise than as 
mentioned in paragraph ( a)) and substituting “security 
interest”; and  
 (c) omitting “charges on” (wher ever occurring) and substituting 
“security interests in”; and 
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20            Personal Property Securities (Corporations and Other Amendments) 
Act 2010         (d) omitting “charges” (wherever occurring otherwise than as 
mentioned in paragraph ( c)) and substituting “security 
interests”; and  
 (e) omitting “chargee” (wherever occurring) and substituting  
“secured party”; and  
 (f) omitting “charged” (wherever occurring) and substituting 
“secured”.  
50  Section 9 ( subparagraph (a)(ii) of the definition of control 
day) 
51  Section 9 ( paragraph (b) of the definition of controller ) 
52  Section 9 (definition of debenture ) 
53  Section 9 (definition of decision period ) 
54  Section 9 (definition of enforce , except paragraph (e) of 
the definition) 
Note: Paragraph (e) of the definition of enforce in section 9 is repealed and a new paragraph 
substituted by item 142 in this Schedule. 
55  Paragraph 157A(5)(b) 
56  Section 283BE 
Note: The heading to section 283BE is altered by omitting “ charges ” and substituting 
“security interests ”. 
57  Paragraph 283BF(4)(f) 
58  Subsection 283BF(4) (note) 
59  Subparagraph 283BF(7)(b)(ii) 
60  Paragraphs 283BH(3)(a) and (b) 
61  Section 283CC 
Note: The heading to section 283CC is altered by omitting “ charges ” and substituting 
“security interests ”. 
62  Subsection 413(2) 
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Personal Property Securities (Corporations and Other Amendments) Act 2010          
21 63  Paragraphs 418A(1)(b) and (2)(b) 
64  Subsections 419(1) and (2) 
65  Paragraph 420(2)(s) 
66  Paragraph 420B(2)(a) 
67  Subsection 420B(4) 
68  Paragraphs 420B(6)(a) and (b) 
69  Subsection 427(1A) 
70  Sub-subparagraph 429(2)(c)(iii)(B) 
71  Subparagraphs 432(1A)(c)(ii), (iii) and (iv) 
72  Paragraphs 434B(5)(a), (b) and (c) 
73  Subsection 434C(1) 
74  Subsections 441B(1) and (2) 
Note: The heading to section 441B is altered by omitting “ charge ” and substituting “ security 
interest ”. 
75  Paragraph 441B(3)(a) 
76  Paragraphs 441D(1)(a) and (b) 
77  Subsection 441D(2) 
78  Subsection 449C(2) (subparagraph (b)(iii) of the definition 
of appointer ) 
79  Paragraphs 450A(3)(a) and (b) 
80  Subsection 534(3) 
81  Subsection 588E(1) (paragraph (c) of the definition of 
recovery proceeding ) 
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Part 3   Charges and chargees  
 
 
 
 
22            Personal Property Securities (Corporations and Other Amendments) 
Act 2010        82  Paragraph 593(5)(b) 
83  Subsection 593(7) 
84  Paragraph 596(1)(b) 
85  Paragraph 981E(2)(b) 
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Floating charges  Part 4 
 
 
 
 
Personal Property Securities (Corporations and Other Amendments) Act 2010          
23  
Part 4—Floating charges 
86  Paragraph 124(1)(f) 
Omit “floating charge”, substitute “circulating security interest”.  
87  Paragraph 433(2)(a) 
Omit “floating charge” (wherever occurring), substitute “circulating 
security inter est”. 
Note: The heading to section 433 is replaced by the heading “ Property subject to circulating 
security interest —payment of certain debts to have priority ”. 
88  Section 442B  
Repeal the section, substitute: 
442B  Dealing with property subject to circulating security interests 
Scope 
 (1) This section applies if a security interest in property (the secured 
property ) of a company under administration was a circulating 
security interest when the interest arose, but has stopped being a 
circulating security interest because: 
 (a) in the case of a PPSA security interest —the property has 
stopped being a circulating asset (within the meaning of the 
Personal Property Securities Act 2009 ); or 
 (b) in the case of a security interest that was a floating charge 
when it arose —the floating charge has since become a fixed 
or specific charge. 
Note 1: A circulating security interest  can be either a PPSA security interest 
to which a circulating asset has attached, or a floating charge, in the 
circumstances set out in section 51C. 
Note 2: For the meaning of circulating asset , see section 340 of the Personal 
Property Securities Act 2009 . 
Security interest in circulating asset 
 (2) Subject to sections 442C and 442D, in the case of a PPSA security 
interest, the administrator may deal with any of the secured 
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24            Personal Property Securities (Corporations and Other Amendments) 
Act 2010        property in any way the company could deal with the secured 
property immediately before it stopped being a circulating asset. 
Floating charge 
 (3) Subject to sections 442C and 442D, in the case of a security 
interest that was a floating charge when it arose, the administrator 
may deal with any of the secured property as if the security interest 
were still a floating charge. 
Note: Section 442C deals with the disposal of encumbered property by an 
administrator. Section 442D makes t he administrator’s functions and 
powers subject to those of a secured party, receiver or controller. 
89  Section 443E 
Repeal the section, substitute: 
443E  Right of indemnity has priority over other debts 
General rule 
 (1) Subject to section 556, a right of indemnity under section 443D has 
priority over: 
 (a) all the company’s unsecured debts; and  
 (b) any debts of the company secured by a PPSA security 
interest in property of the company if, when the 
administration of the company begins, the security interest is 
vested in the company because of the operation of any of the 
following provisions: 
 (i) section 267 or 267A of the Personal Property Securities 
Act 2009  (property subject to unperfected security 
interests); 
 (ii) section 588FL of this Act (collateral not registered 
within time); and 
 (c) subject otherwise to this section —debts of the company 
secured by a circulating security interest in property of the 
company. 
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Personal Property Securities (Corporations and Other Amendments) Act 2010          
25 Debts secured by circulating security interests —receiver appointed 
before the beginning of administration etc. 
 (2) A right of indemnity under section 443D does not have priority 
over debts of the company under administration that are secured by 
a circulating security interest in property of the company, except so 
far as the secured party agrees, if: 
 (a) before the beginning of the administration, the secured party: 
 (i) appointed a receiver of property of the company under a 
power contained in an instrument relating to the security 
interest; or 
 (ii) obtained an order for the appointment of a receiver of 
property of the company for the purpose of enforcing 
the security interest; or 
 (iii) entered into possession, or assumed control, of property 
of the company for that purpose; or 
 (iv) appointed a person so to enter into possession or assume 
control (whether as agent for the secured party or for the 
company); and 
 (b) the receiver or person is still in office, or the secured party is 
still in possession or control of the property. 
Debts secured by circulating security interests —receiver appointed 
during administration etc. 
 (3) Subsection (4) applies if: 
 (a) debts of a company under administration are secured by a 
circulating security interest in property of the company; and 
 (b) during the administration, the secured party, consistently 
with this Part: 
 (i) appoints a receiver of property of the company under a 
power contained in an instrument relating to the security 
interest; or 
 (ii) obtains an order for the appointment of a receiver of 
property of the company for the purpose of enforcing 
the security interest; or 
 (iii) enters into possession, or assumes control, of property 
of the company for that purpose; or 
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Part 4   Floating charges  
 
 
 
 
26            Personal Property Securities (Corporations and Other Amendments) 
Act 2010         (iv) appoints a person so to enter into possession or assume 
control (whether as agent for the secured party or for the 
company). 
 (4) A right of indemnity of the administrator under section 443D has 
priority over those debts only in so far as it is a right of indemnity 
for debts incurred, or remuneration accruing, before written notice 
of the appointment, or of the entering into possession or assuming 
of control, as the case may be, was given to the administrator. 
Debts secured by circulating security interests —priority over right 
of indemnity in relation to repayment of money borrowed etc. 
 (5) A right of indemnity under section 443D does not have priority 
over debts of the company under administration that are secured by 
a circulating security interest in property of the company, except so 
far as the secured party consents in writing, to the extent that the 
right of indemnity relates to debts incurred for: 
 (a) the repayment of money borrowed; or 
 (b) interest in respect of money borrowed; or 
 (c) borrowing costs. 
90  Paragraph 459C(2)(c) 
Omit “floating charge on”, substitute “circulating security interest in”.  
91  Paragraph 459C(2)(d) 
Omit “charge”, substitute “security interest”.  
92  Paragraph 459C(2)(f) 
Omit “chargee”, substitute “secured party”.  
93  Section 561 
Omit “chargee in relation to a floating charge”, substitute “secured 
party in relation to a circulating security interest”.  
Note: The heading to section 561 is altered by omitting “ floating charges ” and substituting 
“circulating security interests ”. 
94  Section 561 
Omit “that charge”, substitute “the circulating security interest”.  
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Floating charges  Part 4 
 
 
 
 
Personal Property Securities (Corporations and Other Amendments) Act 2010          
27 95  Paragraph 588FJ(1)(b) 
Omit “floating charge on”, substitute “circulating security interest in”.  
Note: The heading to section 588FJ is altered by omitting “ Floating charge ” and substituting 
“Circulating security interest ”. 
96  Subsection 588FJ(2) 
Omit “charge” (first occurring), substitute “circula ting security 
interest”.  
97  Paragraph 588FJ(2)(a) 
Omit “charge”, substitute “circulating security interest”.  
98  Paragraphs 588FJ(4)(a) and (b) 
Omit “chargee”, substitute “secured party”.  
99  Subsection 588FJ(6) 
Omit “charge” (first occurring), substitute  “circulating security 
interest”.  
100  Subsection 588FJ(6) 
Omit “chargee”, substitute “secured party”.  
101  Subsection 588FJ(6) (definition of realisation costs ) 
Omit “charge”, substitute “security interest”.  
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Part 5   Security  
 
 
 
 
28            Personal Property Securities (Corporations and Other Amendments) 
Act 2010         
Part 5—Security 
102  Paragraph 12.5 of the small business guide in Part 1.5 
Omit “security over”, substitute “security interests in”.  
103  Paragraph 124(1)(e) 
Repeal the paragraph, substitute: 
 (e) grant a security interest in uncalled capital; 
104  Paragraph 283BF(4)(g) 
Omit “security or the interests”, substitute “security interests or other 
interests”.  
105  Subsections 444D(2) and 444F(2) 
Omit “security”, substitute “security interest”.  
106  Paragraph 444F(3)(a) 
Omit “security”, substitute “security interest”.  
107  Section 471C  
Omit “security”, substitute “security interest”.  
108  Subsection 510(2) 
Omit “security or liens”, substitute “any security interests”.  
109  Subsection 510(3) 
Omit “security or lien”, substitute “security interest”.  
110  Subsections 554E(3) to (6) 
Omit “security”, substitute “security interest”.  
111  Subsections 554F(1), (2), (3) and (5) 
Omit “security” (wherever occurring), substitute “security interest”.  
Note: The heading to section 554F is altered by omitting “ security ” and substituting “ security 
interest ”. 
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Security  Part 5 
 
 
 
 
Personal Property Securities (Corporations and Other Amendments) Act 2010          
29 112  Subsection 554G(1) 
Omit “security”, substitute “security interest”.  
113  Paragraphs 554G(2)(a) and (b) 
Omit “security”, substitute “security interest”.  
114  Section 554J 
Omit “security” (wherever occurring), substitute “security interest”.  
Note: The heading to section 554J is altered by omitting “ security ” and substituting “ security 
interest ”. 
115  Paragraphs 571(6)(b) and (7)(b) and 579E(6)(b) and (7)(b) 
Omit “security”, substitute “security interest”.  
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         - 35 -Schedule 1   Corporations Act 2001  
Part 6   Mortgages and mortgagees  
 
 
 
 
30            Personal Property Securities (Corporations and Other Amendments) 
Act 2010         
Part 6— Mortgages and mortgagees 
116  Paragraph 8 of the small business guide in Part 1.5 
Omit “mortgage or charge over”, substitute “security interest in”.  
117  Paragraph 448C(1)(d) 
Omit “mortgagee of”, substitute “secured party in relation to”.  
118  Paragraph 467(2)(a) 
Repeal the paragraph, substitute: 
 (a) the total amount secured by one or more security interests in 
the property of the company is equal to or greater than the 
value of the property subject to the interest (or interests); or 
119  Subsection 505(2) 
Omit “A conveyance, assignment, transfer, mortgage, char ge or other 
disposition of a company’s property made by a liquidator”, substitute 
“A disposition of a company’s property by a liquidator (including a 
disposition by way of conveyance, assignment, transfer or an instrument 
giving rise to a security interest )”. 
120  Subparagraph 532(2)(c)(ii) 
Omit “mortgagee of”, substitute “secured party in relation to”.  
121  Subsection 609(1) 
Omit “mortgage, charge or other security”, substitute “security 
interest”.  
122  Paragraphs 609(1)(a) and (b) 
Omit “mortgage, charge or security”, substitute “security interest”.  
123  Section 611 (table item 6) 
Omit “a mortgage, charge or other security”, substitute “an instrument 
or agreement creating or giving rise to a security interest”.  
124  Section 611 (paragraph  (b) of table item 6) 
Omit “security”, substitute “security interest”.  
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Liens and pledges  Part 7 
 
 
 
 
Personal Property Securities (Corporations and Other Amendments) Act 2010          
31  
Part 7—Liens and pledges 
125  Paragraph 440JA(c) 
Omit “lien or pledge”, substitute “possessory security interest”.  
126  Paragraph 440JA(d) 
Omit “holder of the lien or pledge”, substitute “secured party” . 
127  Paragraph 442C(1)(a) 
Omit “charge, lien or pledge”, substitute “security interest”.  
128  Paragraph 442C(2)(b) 
Omit “chargee, lienee, pledgee”, substitute “secured party”.  
129  Subsection 442C(3) 
Omit “chargee, lienee, pledgee”, substitute “secured party”.  
130  Paragraph 442C(5)(a) 
Omit “chargee, lienee or pledgee, as the case may be”, substitute 
“secured party”.  
131  Paragraph 442C(7) 
Omit “charge, lien or pledge” (wherever occurring), substitute “security 
interest”.  
132  Paragraph 442CA(1)(b) 
Omit “lien or pledge”, substitute “possessory security interest”.  
Note: The heading to section 442CA is altered by omitting “ lien or pledge ” and substituting 
“possessory security interest ”. 
133  Subsection 442CA(1) 
Omit “holder of the lien or pledge”, substitute  “secured party”.  
134  Paragraph 442CA(2)(b) 
Omit “lien or pledge”, substitute “possessory security interest”.  
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Part 7   Liens and pledges  
 
 
 
 
32            Personal Property Securities (Corporations and Other Amendments) 
Act 2010        135  Subsection 442CB(1) 
Repeal the subsection, substitute: 
 (1) If the administrator of a company is entitled to dispose of property 
of the company by way of sale, and the property is subject to a 
security interest, the administrator must act reasonably in 
exercising a power of sale in respect of the property. 
Note: A company’s property includes its PPSA retention of title property 
(see the definition of property  applying to Part 5.3A, in section 435B). 
Note: The heading to section 442CB is altered by omitting “ lien or pledge ” and substituting 
“security interest ”. 
136  Paragraph 442CC(1)(b) 
Omit “lien or pledge”, substitute “possessory security interest”.  
Note: The heading to subsection 442CC(1) is altered by omitting “ lien or pledge ” and 
substituting “ possessory security interest ”. 
137  Subparagraphs 442CC(1)(d)(i) and (ii) and (e)(i) and (ii) 
Repeal the subparagraphs, substitute: 
 (i) the possessory security interest; and 
 (ii) any other security interest in the property, where the 
debt secured by the security interest has a priority that is 
equal to or higher than the priority of the debt secured 
by the possessory security interest; 
138  Subsection 443F(2)  
Omit “a charge”, substitute “another security interest”.  
139  Subsection 443F(2) 
Omit “the charge”, substitute “the other security interest”.  
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         - 38 -Corporations Act 2001  Schedule 1  
PPSA retention of title property  Part 8 
 
 
 
 
Personal Property Securities (Corporations and Other Amendments) Act 2010          
33  
Part 8—PPSA retention of title property 
140  Section 9 (definition of decision period ) 
Omit “in relation to a chargee in relation to a charge on property”, 
substitute “for a secured party in relation to a security interest in 
property (including PPSA retention of title property)”.  
141  Section 9 ( paragraph  (a) of the definition of decision 
period ) 
Omit “chargee”, substitute “secured party”.  
142  Section 9 ( paragraph  (e) of the definition of enforce ) 
Repeal the paragraph, substitute: 
 (e) exercise, in relation to property including PPSA retention of 
title property, as the secured party or as a receiver or person 
so appointed, a right, power or remedy existing because of 
the security interest, arising: 
 (i) under an agreement or instrument relating to the 
security interest; or 
 (ii) in the case of a PPSA security interest —under an 
agreement or instrument relating to a transaction or 
dealing giving rise to the security interest; or 
 (iii) under a written or unwritten law; or 
 (iv) in any other way. 
143  Section 9 ( paragraph  (b) of the definition of transaction ) 
Repeal the paragraph, substitute: 
 (b) a security interest granted by the body in its property 
(including a security interest in the body’s PPSA retention of 
title property); and 
144  Paragraph 21(3)(f) 
Omit “charge on property”, substitute “security interest in property, 
including PPSA retention of title property of the body”.  
145  Subparagraph 60(1)(a)(vii) 
Repeal the subparagraph, substitute: 
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34            Personal Property Securities (Corporations and Other Amendments) 
Act 2010         (vii) a person who is entitled to enforce a security interest in 
the whole, or substantially the whole, of the company’s 
property (including any PPSA retention of title 
property); and 
146  Section 283BG 
Repeal the section, substitute: 
283BG  Exceptions to borrower’s duty to report to trustee and ASIC  
  Section 283BF does not apply in respect of: 
 (a) a borrower, while: 
 (i) it is under external administration; or 
 (ii) a receiver, or a receiver and manager, of property of the 
borrower has been appointed and has not ceased to act 
under that appointment; or 
 (b) a security interest in PPSA retention of title property. 
147  Section 283CD 
Repeal the section, substitute: 
283CD  Exceptions to guarantor’s duty to inform trustee  
  Section 283CC does not apply in respect of: 
 (a) the guarantor, while: 
 (i) it is under external administration; or 
 (ii) a receiver, or a receiver and manager, of property of the 
guarantor has been appointed and has not ceased to act 
under that appointment; or 
 (b) a security interest in PPSA retention of title property. 
148  Paragraph 411(7)(a) 
Repeal the paragraph, substitute: 
 (a) is a secured party in relation to any property (including PPSA 
retention of title property) of the body; or 
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PPSA retention of title property  Part 8 
 
 
 
 
Personal Property Securities (Corporations and Other Amendments) Act 2010          
35 149  Paragraph 411(7)(c) 
Omit “mortgagee of property of the body”, substitute “secured party in 
relation to any property (including PPSA retention of title property) of 
the body”.  
150  Paragraphs 418(1)(a) and (c) 
Omit “mortgagee of property of the corporation”, substitute “secured 
party in relation to any property (including PPSA retention of title 
property) of the corporation”.  
151  Subsection 419(1) 
After “leased”, insert “(including a lease of goods that gives r ise to a 
PPSA security interest in the goods)”.  
152  At the end of subsection 419A(1) 
Add: 
 ; and (c) the third party property is not PPSA retention of title property 
of the corporation . 
153  At the end of section 420 
Add: 
 (5) In this section: 
lease includes a lease of goods that gives rise to a PPSA security 
interest in the goods. 
154  Section 435B  
Insert: 
property  of a company includes any PPSA retention of title 
property of the company. 
Note: See sections 9 (definition of property ) and 51F (PPSA retention of 
title property). An extended definition of property  applies in 
subsection 444E(3) (see subsection 444E(4)). 
155  At the end of section 437A 
Add: 
Note: A PPSA security interest in property of a company that is unperfected 
(within the meaning of the Personal Property Securities Act 2009 ) 
immediately before an administrator of the company is appointed 
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36            Personal Property Securities (Corporations and Other Amendments) 
Act 2010        vests in the company at the time of appointment, subject to certain 
exceptions (see section 267 of that Act). 
156  Sections 440B to 440C 
Repeal the sections, substitute: 
440B  Restrictions on exercise of third party property rights 
General rule 
 (1) During the administration of a company, the restrictions set out in 
the table at the end of this section apply in relation to the exercise 
of the rights of a person (the third party ) in property of the 
company, or other property used or occupied by, or in the 
possession of, the company, as set out in the table. 
Note: The property of the company includes any PPSA retention of title 
property of the company (see section 435B).  
Exception —consent of administrator or leave of court 
 (2) The restrictions set out in the table at the end of this section do not 
apply in relation to the exercise of a third party’s rights in property 
if the rights are exercised: 
 (a) with the administrator’s written consent; or  
 (b) with the leave of the Court. 
Possessory security interests —continued possession 
 (3) If a company’s property is subject to a possessory security interest, 
and the property is in the lawful possession of the secured party, 
the secured party may continue to possess the property during the 
administration of the company. 
 
Restrictions on exercise of third party rights  
Item  If the third party is …  then …  
1 a secured party in relation to 
property of the company, and is n ot 
otherwise covered by this table  the third party cannot enforce the 
security interest.  
2 a secured party in relation to a 
possessory security interest in the 
property of the company  the third party cannot sell the 
property, or otherwise enforce the 
security interest.  
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37 Restrictions on exercise of third party rights  
Item  If the third party is …  then …  
3 a lessor of property used or occupied 
by, or in the possession of, the 
company, including a secured party 
(a PPSA secured party ) in relation 
to a PPSA security interest in goods 
arising out of a lease of the goods  the following restrictio ns apply:  
(a) distress for rent must not be 
carried out against the property;  
(b) the third party cannot take 
possession of the property or 
otherwise recover it;  
(c) if the third party is a PPSA 
secured party —the third party 
cannot otherwise enforce the 
security interest.  
4 an owner (other than a lessor) of 
property used or occupied by, or in 
the possession of, the company, 
including a secured party (a PPSA 
secured party ) in relation to a PPSA 
security interest in the property  the following restrictions ap ply: 
(a) the third party cannot take 
possession of the property or 
otherwise recover it;  
(b) if the third party is a PPSA 
secured party —the third party 
cannot otherwise enforce the 
security interest.  
157  Subsections 441F(2) and 441G(1) 
Omit “440C”, substitute “440B”.  
158  Paragraph 442C(1)(b) 
After “property”, insert “(other than PPSA retention of title property)”.  
159  At the end of subsection 442C(1) 
Add: 
Note: PPSA retention of title property is subject to a PPSA security interest, 
and so is covered by paragraph (a) (see definition of PPSA retention 
of title property in section 51F). 
160  Paragraph 442C(8)(c) 
Repeal the paragraph, substitute: 
 (c) either: 
 (i) the property is PPSA retention of title property; or 
 (ii) the property is subject to a retention of title clause under 
a contract; and 
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38            Personal Property Securities (Corporations and Other Amendments) 
Act 2010        161  After subsection 442CC(1) 
Insert: 
PPSA retention of title property 
 (1A) If the administrator of a company disposes of PPSA retention of 
title property of the company by way of sale, then the administrator 
must apply the net proceeds of the sale in the same way as a 
secured party is required, under section 140 of the Personal 
Property Securities Act 2009 , to apply an amount, personal 
property or proceeds of collateral received by the secured party as 
a result of enforcing a security interest in the property. 
Note: PPSA retention of title property does not include property that is 
subject to a retention of title clause (see section 9, definitions of PPSA 
retention of title property  and retention of title clause ). 
Subsection (2) deals with property that is subject to a retention of title 
clause. 
162  At the end of subsection 442CC(2) 
Add: 
Note: Property that is subject to a retention of title clause does not include 
PPSA retention of title property (see section 9, definitions of PPSA 
retention of title property  and retention of title clause ). 
Subsection (1A) deals with PPSA retention of title property. 
163  Paragraph 443A(1)(c) 
After “occupied”, insert “, including property consisting of goods that is 
subject to a lease that gives rise to a PPSA security interest in the 
goods”.  
164  At the end of subsection 443B(1) 
Add “, including property consisting of goods that is subject to a lease 
that gives rise to a PPSA security interest in the goods”.  
Note 1: The following heading to subsection 443B(1) is inserted “ Scope ”. 
Note 2: The following heading to subsection 443B(2) is inserted “ General rule ”. 
165  After subsection 443B(3) 
Insert: 
 (3A) Subsection (3) does not apply to PPSA retention of title property. 
Note: The foll owing heading to subsection 443B(7) is inserted “ Restrictions on general rule ”. 
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39 166  Section 443D  
After “property”, insert “(other than any PPSA retention of title 
property subject to a PPSA security interest that is perfected within the 
meaning of the Personal Property Securities Act 2009 )”. 
167  After subsection 444D(3) 
Insert: 
 (3A) Subsection (3) does not apply in relation to an owner or lessor of 
PPSA retention of title property of the company. 
Note: Subsection (2) applies in relation to an owner or lessor of PPSA 
retention of title property of the company. Such an owner or lessor is a 
secured creditor of the company (see section 51F (meaning of PPSA 
retention of title property )). 
168  Subsection 444E(4) (definition of property ) 
Repeal the definition, substitute: 
property  of a company includes: 
 (a) any PPSA retention of title property of the company; and 
 (b) any other property used or occupied by, or in the possession 
of, the company. 
Note: See sections 9 (definition of property ) and 51F (PPSA retention of 
title property). 
169  After subsection 444F(4) 
Insert: 
 (4A) Subsection (4) does not apply in relation to PPSA retention of title 
property of the company. 
170  Subsection 446C(8) 
After “property of the company”, insert “(other than its PPSA retention 
of title property)”.  
171  Before Division 1 of Part 5.4B 
Insert: 
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40            Personal Property Securities (Corporations and Other Amendments) 
Act 2010        Division 1A—Preliminary 
465  Definitions 
  In this Part: 
property of a company includes PPSA retention of title property, if 
the security interest in the property is vested in the company 
because of the operation of any of the following provisions: 
 (a) section 267 or 267A of the Personal Property Securities Act 
2009 (property subject to unperfected security interests); 
 (b) section 588FL of this Act (collateral not registered within 
time). 
Note: See sections 9 (definition of property ) and 51F (PPSA retention of 
title property). 
172  Subsection 474(1) 
Repeal the subsection, substitute: 
 (1) If a company is being wound up in insolvency or by the Court, or a 
provisional liquidator of a company has been appointed: 
 (a) in a case in which a liquidator or provisional liquidator has 
been appointed —the liquidator or provisional liquidator must 
take into his or her custody, or under his or her control, all 
the property which is, or which appears to be, property of the 
company; or 
 (b) in a case in which there is no liquidator —all the property of 
the company is to be in the custody of the Court. 
Note: Section 465 extends the meaning of the property  of the company to 
include PPSA retention of title property, if the security interest in the 
property has vested in the company in certain situations. 
173  Subsection 483(1) 
After “property”, insert “of the company”.  
174  Before Division 1 of Part 5.5 
Insert: 
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41 Division 1A—Preliminary 
489F  Definitions 
  In this Part: 
property of a company includes PPSA retention of title property, if 
the security interest in the property is vested in the company 
because of the operation of any of the following provisions: 
 (a) section 267 or 267A of the Personal Property Securities Act 
2009 (property subject to unperfected security interests); 
 (b) section 588FL of this Act (collateral not registered within 
time). 
Note: See sections 9 (definition of property ) and 51F (PPSA retention of 
title property). 
175  Subsection 500(3) 
After “property”, insert “of the company”.  
176  At the end of Division 1 of Part 5.6 
Add: 
513AA  Definitions 
  In this Part: 
property of a company includes PPSA retention of title property, if 
the security interest in the property is vested in the company 
because of the operation of any of the following provisions: 
 (a) section 267 or 267A of the Personal Property Securities Act 
2009 (property subject to unperfected security interests); 
 (b) section 588FL of this Act (collateral not registered within 
time). 
Note: See sections 9 (definition of property ) and 51F (PPSA retention of 
title property). 
177  Subsection 568(1AA) 
Repeal the subsection, substitute: 
 (1AA) This section does not apply to: 
 (a) an agreement by the company to buy back its own shares; or 
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42            Personal Property Securities (Corporations and Other Amendments) 
Act 2010         (b) PPSA  retention of title property that is taken to form part of 
the property of the company because of the definition of 
property in section 513AA. 
Note: The definition of property in section 513AA includes PPSA retention 
of title property of the company, if the security interest in the property 
has vested in the company in certain situations. 
178  At the end of section 588 
Add: 
 (5) In this section: 
property of a body includes PPSA retention of title property, if the 
security interest in the property is vested in the body because of the 
operation of any of the following provisions: 
 (a) section 267 or 267A of the Personal Property Securities Act 
2009 (property subject to unperfected security interests); 
 (b) section 588FL of this Act (collateral not registered within 
time). 
Note: See sections 9 (definition of property ) and 51F (PPSA retention of 
title property). 
179  Before section 588D 
Insert: 
588C  Definitions 
  In this Part: 
property of a company includes PPSA retention of title property, if 
the security interest in the property is vested in the company 
because of the operation of any of the following provisions: 
 (a) section 267 or 267A of the Personal Property Securities Act 
2009 (property subject to unperfected security interests); 
 (b) section 588FL of this Act (collateral not registered within 
time). 
Note: See sections 9 (definition of property ) and 51F (PPSA retention of 
title property). 
180  Subsection 589(5) 
Insert: 
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43 property  of a company includes any PPSA retention of title 
property of the company. 
Note: See sections 9 (definition of property ) and 51F (PPSA retention of 
title property). 
181  Before section 601AA  
Insert: 
601  Definitions 
  In this Part: 
property of a company includes PPSA retention of title property, if 
the security interest in the property is vested in the company 
because of the operation of any of the following provisions: 
 (a) section 267 or 267A of the Personal Property Securities Act 
2009 (property subject to unperfected security interests); 
 (b) section 588FL of this Act (collateral not registered within 
time). 
Note: See sections 9 (definition of property ) and 51F (PPSA retention of 
title property). 
182  Before Division 1 of Part 5B.2 
Insert: 
Division 1A—Preliminary  
601C  Definitions 
  In this Part: 
property of a corporation includes PPSA retention of title property, 
if the security interest in the property is vested in the corporation 
because of the operation of any of the following provisions: 
 (a) section 267 or 267A of the Personal Property Securities Act 
2009 (property subject to unperfected security interests); 
 (b) section 588FL of this Act (collateral not registered within 
time). 
Note: See sections 9 (definition of property ) and 51F (PPSA retention of 
title property). 
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44            Personal Property Securities (Corporations and Other Amendments) 
Act 2010         
Part 9—Special requirements for security interests 
183  After Division 2 of Part 5.7B 
Insert: 
Division 2A—Vesting of PPSA security interests if not 
continuously perfected 
588FK  Interpretation and application 
 (1) A word or expression used in this Division has the same meaning 
as in the Personal Property Securities Act 2009 . 
 (2) Subsection (1) applies despite any other provision of this Act 
(subject to subsection (4)). 
 (3) For the purposes of this Division, whether or not a person has 
acquired actual or constructive knowledge of a circumstance is to 
be determined in accordance with sections 297 to 300 of the 
Personal Property Securities Act 2009 . 
 (4) In this Division: 
PPSA security interest  has the meaning given by section 51. 
Note: As a result of this section, in this Division, company  has the same 
meaning as in the Personal Property Securities Act 2009 . At the time 
this section was enacted, section 10 of that Act provided that company  
means: 
(a) a company registered under Part 2A.2 or Part 5B.1 of the 
Corporations Act 2001 ; or 
(b) a registrable body that is registered under Division 1 or 2 of 
Part 5B.2 of that Act. 
588FL  Vesting of PPSA security interests if collateral not registered 
within time 
Scope 
 (1) This section applies if: 
 (a) any of the following events occurs: 
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45  (i) an order is made, or a resolution is passed, for the 
winding up of a company; 
 (ii) an administrator of a company is appointed under 
section 436A, 436B or 436C; 
 (iii) a company executes a deed of company arrangement 
under Part 5.3A; and 
 (b) a PPSA security interest granted by the company in collateral 
is covered by subsection (2) or (3). 
Note: A security interest granted by a company in relation to which 
paragraph (a) applies that is unperfected at the critical time may vest 
in the company under section 267 or 267A of the Personal Property 
Securities Act 2009 . 
Australian law governs security interest 
 (2) This subsection covers a PPSA security interest if: 
 (a) at the critical time, or, if the security interest arises after the 
critical time, when the security interest arises: 
 (i) the security interest is enforceable against third parties 
under the law of Australia; and 
 (ii) the security interest is perfected by registration, and by 
no other means; and 
 (b) the registration time for the collateral is after the latest of the 
following times: 
 (i) 6 months before the critical time; 
 (ii) the time that is the end of 20 business days after the 
security agreement that gave rise to the security interest 
came into force, or the time that is the critical time, 
whichever time is earlier; 
 (iii) if the security agreement giving rise to the security 
interest came into force under the law of a foreign 
jurisdiction, but the security interest first became 
enforceable against third parties under the law of 
Australia after the time that is 6 months before the 
critical time —the time that is the end of 56 days after 
the security interest became so enforceable, or the time 
that is the critical time, whichever time is earlier; 
 (iv) a later time ordered by the Court under section 588FM. 
Note 1: For the meaning of critical time , see subsection (7). 
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46            Personal Property Securities (Corporations and Other Amendments) 
Act 2010        Note 2: For when a security interest is enforceable against third parties under 
the law of Australia, see section 20 of the Personal Property 
Securities Act 2009 . 
Note 3: A security interest may become perfected at a particular time by a 
registration that is made earlier than that time, if the security interest 
attaches to the collateral at the later time (after registration). See 
section 21 of the Personal Property Securities Act 2009 . 
Note 4: The Personal Property Securities Act 2009  provides for perfection by 
registration, possession or control, or by force of that Act (see 
section 21 of that Act). 
Foreign law governs security interest 
 (3) This subsection covers a PPSA security interest if: 
 (a) at the critical time, or, if the security interest arises after the 
critical time, when the security interest arises, the security 
interest is enforceable against third parties under the law of a 
foreign jurisdiction (the relevant foreign law ); and 
 (b) the relevant foreign law provides for the public registration 
or recording of the security interest, or of a notice relating to 
the security interest; and 
 (c) the security interest or notice has not been so registered or 
recorded, in accordance with the relevant foreign law, befor e 
the latest of the following times: 
 (i) 6 months before the critical time; 
 (ii) the time that is the end of 20 business days after the 
security agreement that gave rise to the security interest 
came into force, or the time that is the critical time, 
whichever time is earlier; 
 (iii) if the security agreement giving rise to the security 
interest came into force under the law of a jurisdiction 
other than the relevant foreign law, but the security 
interest first became enforceable against third parties 
under the relevant foreign law after the time that is 6 
months before the critical time —the time that is the end 
of 56 days after the security interest became so 
enforceable, or the time that is the critical time, 
whichever time is earlier; 
 (iv) a later time ordered by the Court under section 588FM. 
Note: For the meaning of critical time , see subsection (7). 
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Personal Property Securities (Corporations and Other Amendments) Act 2010          
47 Vesting of security interest in company 
 (4) The PPSA security interest vests in the company at the following 
time, unless the security interest is unaffected by this section 
because of section 588FN: 
 (a) if the security interest first becomes enforceable against third 
parties at or before the critical time —immediately before the 
event mentioned in paragraph (1)(a); 
 (b) if the security interest first becomes enforceable against third 
parties after the critical time —at the time it first becomes so 
enforceable. 
Note: For the meaning of critical time , see subsection (7). 
Property acquired for new value without knowledge 
 (5) Subsection (4) does not affect the title of a person to personal 
property if: 
 (a) the person acquires the personal property for new value from 
a secured party, from a person on behalf of a secured party, 
or from a receiver in the exercise of powers: 
 (i) conferred by the security agreement providing for the 
security interest; or 
 (ii) implied by the general law; and 
 (b) at the time the person acquires the property, the person has 
no actual or constructive knowledge of the following (as the 
case requires): 
 (i) the filing of an application for an order to wind up the 
company; 
 (ii) the passing of a resolution to wind up the company; 
 (iii) the appointment of an administrator of the company 
under section 436A, 436B or 436C; 
 (iv) the execution of a deed of company arrangement by the 
company under Part 5.3A. 
Note: For what is actual or constructive knowledge, see sections 297 
and 298 of the Personal Property Securities Act 2009 . 
 (6) In a proceeding in Australia under this Act, the onus of proving the 
fact that a person acquires personal property without actual or 
constructive knowledge as mentioned in paragraph (5)(b) lies with 
the person asserting that fact. 
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48            Personal Property Securities (Corporations and Other Amendments) 
Act 2010         (7) In this section: 
critical time , in relation to a company, means: 
 (a) if the company is being wound up —when, on a day, the 
event occurs by virtue of which the winding up is taken to 
have begun or commenced on that day under section 513A or 
513B; or 
 (b) in any other case —when, on a day, the event occurs by virtue 
of which the day is the section 513C day for the company. 
588FM  Extension of time for registration 
 (1) A company, or any person interested, may apply to the Court 
(within the meaning of section 58AA) for an order fixing a later 
time for the purposes of subparagraph 588FL(2)(b)(iv) or 
(3)(c)(iv). 
Note: Paragraphs 588FL(2)(b) and (3)(c) fix times within which certain 
events must take place (for example, registration under the Personal 
Property Securities Act 2009 ), failing which a PPSA security interest 
may vest in a company granting the security interest. The paragraphs 
only apply if an insolvency-related event occurs in relation to the 
company under subsection 588FL(1). 
 (2) On an application under this section, the Court may make the order 
sought if it is satisfied that: 
 (a) the failure to register the collateral earlier: 
 (i) was accidental or due to inadvertence or some other 
sufficient cause; or 
 (ii) is not of such a nature as to prejudice the position of 
creditors or shareholders; or 
 (b) on other grounds, it is just and equitable to grant relief. 
 (3) The Court may make the order sought on any terms and conditions 
that seem just and expedient to the Court. 
588FN  PPSA security interests unaffected by section 588FL 
PPSA security interests arising under certain transactions 
 (1) Subsection 588FL(4) (vesting of security interests in company) 
does not apply to a PPSA security interest provided for by any of 
the following transactions, if the interest does not secure the 
payment or performance of an obligation: 
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49  (a) a transfer of an account or chattel paper; 
 (b) a PPS lease, if paragraph (e) (serial numbered goods) of the 
definition of PPS lease  in subsection 13(1) of the Personal 
Property Securities Act 2009  applies to the lease, and none of 
paragraphs (a) to (d) of that definition applies to the lease; 
 (c) a commercial consignment. 
Example: An example of a PPSA security interest mentioned in paragraph (b) is 
a PPS lease of goods that does not secure the payment or performance 
of an obligation, if: 
(a) the goods leased may or must be described by serial number in 
accordance with regulations made for the purposes of the 
Personal Property Securities Act 2009 ; and 
(b) the lease is for a term of between 90 days and 1 year; and 
(c) paragraphs (c) and (d) of the definition of PPS lease in 
subsection 13(1) of the Personal Property Securities Act 2009 do 
not apply to the lease. 
PPSA security interests and subordinated debts 
 (2) Subsection 588FL(4) (vesting of security interests in company) 
does not apply to a PPSA security interest in an account if all of the 
following conditions are satisfied: 
 (a) a person (the obligor ) owes money to another person (the 
senior creditor ); 
 (b) the obligor also owes money to a third person (the junior 
creditor ); 
 (c) an agreement between the senior creditor and the junior 
creditor provides (in substance): 
 (i) for the postponement or subordination of the obligor’s 
debt to the junior creditor, to the obligor’s debt to the 
senior creditor; and 
 (ii) in the event of the obligor’s debt to the junior creditor 
being discharged (whether wholly or partly) by th e 
obligor transferring personal property to the junior 
creditor —for the junior creditor to transfer the property, 
or proceeds of the property, to the senior creditor to the 
value of the amount owed by the obligor to the senior 
creditor; and 
 (iii) in the event that the property or proceeds are not 
transferred —for the junior creditor to hold the property 
or proceeds on trust for the senior creditor to that value; 
and 
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50            Personal Property Securities (Corporations and Other Amendments) 
Act 2010         (iv) in the event of such a trust arising—for a security 
interest to be granted by the junior creditor to the senior 
creditor over the personal property or proceeds securing 
payment of the obligor’s debt to the senior creditor;  
 (d) the security interest is a security interest granted under the 
agreement, in the circumstances described in 
subparagraph (c)(iv). 
Transfer of collateral subject to PPSA security interests 
 (3) Subsection 588FL(4) (vesting of security interests in company) 
does not apply to a PPSA security interest covered by subsection 
588FL(2) (Australian law governs security interest) if: 
 (a) before the critical time that applies under section 588FL, the 
company acquired, by transfer, the collateral in which the 
PPSA security interest is granted; and 
 (b) the company did not acquire the collateral free of the security 
interest; and 
 (c) the security interest became perfected before the critical time; 
and 
 (d) the security interest was continuously perfected by 
registration during a period covered by subsection (4) that 
begins before the critical time. 
 (4) The period covered by this subsection: 
 (a) begins at whichever of the following times is applicable: 
 (i) in a case in which the secured party consented to the 
transfer —the end of 5 business days after the day of the 
transfer; 
 (ii) in a case in which the secured party otherwise acquires 
the actual or constructive knowledge required to perfect 
the secured party’s interest by registration (or to 
re-perfect the interest by an amendment of a 
registration) —the end of 5 business days after the day 
the secured party acquires the knowledge; and 
 (b) ends no earlier than at the critical time that applies under 
section 588FL. 
Note: For what is actual or constructive knowledge, see sections 297 and 
298 of the Personal Property Securities Act 2009 . 
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51 588FO  Certain lessors, bailors and consignors entitled to damages 
Scope 
 (1) This section applies if either of the following PPSA security 
interests is vested in a company under section 588FL: 
 (a) a PPSA security interest of a consignor under a commercial 
consignment; 
 (b) a PPSA security interest of a lessor or bailor under a PPS 
lease. 
Entitlement to damages and compensation 
 (2) The consignor, lessor or bailor: 
 (a) is taken to have suffered damage immediately before the 
PPSA security interest was vested in the company; and 
 (b) may recover an amount of compensation from the company 
equal to the greater of the following amounts: 
 (i) the amount determined in accordance with the 
consignment, lease or bailment; 
 (ii) the sum of the market value of the consigned, leased or 
bailed property immediately before the critical time that 
applies under section 588FL, and the amount of any 
other damage or loss resulting from the termination of 
the consignment, lease or bailment. 
Note: The consignor, lessor or bailor may be able to prove the amount of 
compensation in proceedings related to the winding up of the 
company. 
Division 2B—Security interests in favour of company 
officers etc. 
588FP  Security interests in favour of an officer of a company etc. 
void 
General rule 
 (1) A security interest, and any powers purporting to be conferred by 
the instrument under which the security interest is created, are 
void, and are taken always to have been void, if: 
 (a) a company grants the security interest; and 
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52            Personal Property Securities (Corporations and Other Amendments) 
Act 2010         (b) a person covered by subsection (2) is a secured party; and 
 (c) the secured party purports to take a step to enforce the 
security interest, within 6 months after the time (the relevant 
time) the instrument is made, without the leave of the Court 
under subsection (4). 
 (2) This subsection covers the following persons: 
 (a) a person who is an officer (including a local agent of a 
foreign company) of the company at the relevant time; 
 (b) a person who has been such an officer of the company at any 
time within the period of 6 months ending at the relevant 
time; 
 (c) a person associated, in relation to the creation of the security 
interest, with a person of a kind mentioned in paragraph (a) 
or (b). 
 (3) Without limiting paragraph (1)(c), a secured party takes a step to 
enforce a security interest if: 
 (a) the secured party appoints a receiver, or a receiver and 
manager, under powers conferred by an instrument creating 
or evidencing the security interest; or 
 (b) whether directly or by an agent, the secured party enters into 
possession or assumes control of property of a company for 
the purposes of enforcing the security interest; or 
 (c) the secured party seizes the property under section 123 of the 
Personal Property Securities Act 2009 for the purposes of 
enforcing the security interest. 
Extension of time on application to the Court 
 (4) On application by a secured party, the Court may give leave for a 
security interest granted by a company to be enforced by the 
secured party within 6 months after the relevant time, if it is 
satisfied that: 
 (a) the company was solvent immediately before the relevant 
time; and 
 (b) in all the circumstances of the case, it is just and equitable for 
the Court to do so. 
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53 Exception for security interests in PPSA retention of title property 
 (5) This section does not apply in relation to a PPSA security interest 
in PPSA retention of title property. 
Effect on debts, liabilities, obligations and title 
 (6) A debt, liability or obligation is not affected by the fact that the 
security interest securing the debt, liability or obligation is void 
under subsection (1). 
 (7) Subsection (1) does not affect the title of a person to property if: 
 (a) the person acquires the property for new value (within the 
meaning of the Personal Property Securities Act 2009) from 
any of the following persons (the seller ): 
 (i) a person covered by subsection (2); 
 (ii) another person on behalf of a person covered by 
subsection (2); 
 (iii) a receiver, or receiver and manager, appointed under 
powers conferred by an instrument creating or 
evidencing the security interest; and 
 (b) at the time the person acquires the property, the person has 
no actual or constructive knowledge that the seller is a 
secured party or acting on behalf of a secured party. 
 (8) Sections 297 to 300 of the Personal Property Securities Act 2009  
apply in relation to the determination of whether or not a person 
has actual or constructive knowledge as mentioned in 
paragraph (7)(b) of this section. 
Onus of proof 
 (9) In a proceeding in Australia under this Act, the onus of proving the 
fact that a person acquires property without actual or constructive 
knowledge as mentioned in paragraph (7)(b) lies with the person 
asserting that fact. 
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54            Personal Property Securities (Corporations and Other Amendments) 
Act 2010         
Part 10— Transitional provisions 
184  At the end of subsection 1483(9) 
Add: 
Note: Section 440BA was repealed by the Personal Property Securities 
(Corporations and Other Amendments) Act 2010 , and was replaced 
with a new section 440B incorporating the same substantive rules. 
Section 1506 preserves the operation of this subsection. 
185  At the end of subsection 1483(10) 
Add: 
Note: Secti on 440BB was repealed by the Personal Property Securities 
(Corporations and Other Amendments) Act 2010 , and was replaced 
with a new section 440B incorporating the same substantive rules. 
Section 1506 preserves the operation of this subsection. 
186  After Part 10.12 
Insert: 
Part 10.13 —Transitional provisions relating to the 
Personal Property Securities (Corporations 
and Other Amendments) Act 2009 
   
1498A  Commencement of provisions in Part 10.13 
  Sections 1499 to 1510, which are inserted by the Personal 
Property Securities (Corporations and Other Amendments) Act 
2010, are to commence at the registration commencement time 
within the meaning of section 306 of the Personal Property 
Securities Act 2009 . 
Note: See item 187 of Schedule 1 to the Personal Property Securities 
(Corporations and Other Amendments) Act 2010 . The commencement 
of that item is provided for by section 2 of that Act. 
187  Section 1498A 
Repeal the section, substitute: 
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55 1499   Definitions 
  In this Part: 
amending Act  means the Personal Property Securities 
(Corporations and Other Amendments) Act 2010 . 
commencement time  means the time item 187 of Schedule 1 to the 
amending Act commences. 
Note: Item 187 of Schedule 1 to the amending Act inserts sections 1499 to 
1510. The item commences at the registration commencement time 
within the meaning of section 306 of the Personal Property Securities 
Act 2009  (as provided by section 2 of the amending Act). 
registrable charge  means a charge created before the 
commencement time that was a registrable charge within the 
meaning of section 261 when it was created. 
1500   Charges, liens and pledges —continuation of restriction of 
references 
 (1) This section applies despite the amendment of this Act made by 
item 10 of Schedule 1 to  the amending Act if a reference to a 
charge in a provision of this Act, as in force immediately before 
the commencement time, did not include a reference to a lien or a 
pledge, or any other particular form of security over the property. 
Note: Item 10 of Schedule 1 to the amending Act inserts the definition of 
security interest  in section 51A. 
 (2) In its application in relation to an interest in property created or 
arising before the commencement time, or under an agreement or 
instrument made before that time, the reference in that provision 
(as amended by the amending Act) to a security interest does not 
include a reference to a lien or a pledge, or that particular form of 
security over the property, as the case may be. 
1501   References to security interests etc. 
  The amendments made by Part 1 (new concepts) of Schedule 1 to 
the amending Act apply: 
 (a) in relation to charges, liens and pledges, whether created or 
arising before, at or after the commencement time; and 
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56            Personal Property Securities (Corporations and Other Amendments ) 
Act 2010         (b) in relation to property owned, occupied or used by, or in the 
possession of, a corporation, whether the ownership, 
occupation, use or possession started before, at or after the 
commencement time. 
1502   Repeal of Chapter 2K (charges) —general 
 (1) For the period of 7 years after the commencement time, the 
amendments made by Part 2 of Schedule 1 to  the amending Act do 
not apply in relation to registrable charges. 
Note: The amendments made by Part 2 of Schedule 1 to the amending Act 
repeal Chapter 2K and make consequential amendments to other 
provisions. 
 (2) This section applies subject to sections 1503 to 1506. 
1503   Repeal of Chapter 2K (charges) —cessation of requirements in 
relation to documents or notices 
Scope 
 (1) This section applies if, immediately before the commencement 
time, a document (however described) or notice is required to be 
lodged or given by a company or other person under one of the 
following provisions: 
 (a) paragraph 263(1)(a), (b) or (c); 
 (b) paragraph 263(2)(b); 
 (c) subsection 263(3); 
 (d) paragraph 264(1)(a) or (b); 
 (e) paragraph 265(6)(b); 
 (f) paragraph 268(1)(a) or (b); 
 (g) subsection 268(2); 
 (h) subsection 269(1) or (2); 
 (i) subsection 270(4). 
Requirements that stop applying 
 (2) Whichever of the following requirements would otherwise apply 
stops applying at the commencement time: 
 (a) the requirement to lodge or give the document or notice; 
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57  (b) the requirement for ASIC to enter or delete particulars in the 
Register in relation to the document or notice. 
1504   Repeal of Chapter 2K (charges) —application of section 266 
 (1) Subject to this section, section 266 stops applying at the 
commencement time in relation to registrable charges. 
 (2) However, if a registrable charge is void under section 266 
immediately before the commencement time, that section continues 
to apply in relation to the charge, subject to subsection (3) of this 
section. 
 (3) The Court may, on such terms and conditions as seem to the Court 
just and expedient, by order, declare a registrable charge not to be, 
and never to have been, void under subsection 266(1) or (3), if: 
 (a) before the commencement time, the charge is void under 
subsection 266(1) or (3) (as the case requires); and 
 (b) either: 
 (i) an application is made to the Court under subsection 
266(4) before the commencement time for an extension 
of the relevant period, and as at the commencement 
time, the Court had not made a decision in relation to 
the application; or 
 (ii) an application is made to the Court at or after the 
commencement time for an order under this subsection; 
and 
 (c) the Court is satisfied of the matters set out in subsection 
266(4). 
1505   Repeal of Chapter 2K (charges) —cessation of company 
registration requirements 
  The requirements in section 271 (company documentation and 
registration of charges) stop applying in relation to registrable 
charges at the commencement time. 
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58            Personal Property Securities (Corporations and Other Amendments) 
Act 2010        1506   Repeal of Chapter 2K (charges) —priority between registrable 
charges 
  At and after the commencement time, registrable charges have the 
priority between themselves that they would have had under this 
Act as in force immediately before the commencement time, 
subject to Chapter 9 (Transitional provisions) of the Personal 
Property Securities Act 2009 . 
1507   New section 440B (restrictions on third party property rights) 
  The repeal of sections 440B, 440BA, 440BB and 440C by 
item 156 of Schedule 1 to the amending Act does not affect the 
operation of subsections 1483(9) and (10) in relation to: 
 (a) the administration of a company that began at or after the 
start of the day section 440BA commenced, and before the 
commencement time within the meaning of section 1499; or 
 (b) distress for rent that began to be carried out before the day 
section 440BB commenced. 
Note: Sections 440BA and 440BB commenced on 31 December 2007. 
1508   New subsection 442CB(1) (administrator’s duty of care)  
  The amendment of this Act by item 135 of Schedule 1 to the 
amending Act does not apply in relation to the exercise of a power 
of sale if the power began to be exercised before the 
commencement time. 
Note: Item 135 of Schedule 1 to the amending Act repealed subsection 
442CB(1) and substituted a new subsection. 
1509   New section 588FP (security interests in favour of an officer of 
a company etc. void) 
  Section 588FP does not apply in relation to a registrable charge. 
1510   Winding up applied for at or after the commencement time 
  Subject to this Part, the amendments made by the amending Act do 
not apply in relation to the winding up of a company under 
Part 5.4, Part 5.4A or Part 5.4B, or the subsequent liquidation of 
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59 the company, if the application for winding up for the purposes of 
those Parts is made before the commencement time. 
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60            Personal Property Securities (Corporations and Other Amendments) 
Act 2010         
Schedule 2—Personal Property Securities Act 
2009  
Part 1—Specific amendments 
1  Section 3 
Omit: 
 (a) it has attached to collateral; and 
 (b) certain extra steps (possession or control of the 
collateral, or registration on the Register of 
Personal Property Securities) have been taken to 
protect the interest, or the interest is perfected by 
force of this Act. 
Substitute: 
 (a) it has attached to collateral; and 
 (b) it is enforceable against third parties; and 
 (c) certain extra steps (possession or control of the 
collateral, or registration on the Register of 
Personal Property Securities) have been taken to 
protect the interest. 
Certain security interests are also declared to be temporarily 
perfected, or perfected, under this Act. 
2  Section 3 
Omit: 
 (f) rules about the transfer and assignment of interests 
in collateral (Part 2.7). 
Substitute: 
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61  (f) rules about the transfer of interests in collateral 
(Part 2.7). 
3  Section 3 
Omit: 
Chapter 9 also deals with references to charges and fixed and 
floating charges in this Act and in security agreements, and 
provides for an independent review of the Act within 3 years after 
it is enacted. 
Substitute: 
The Act starts to apply under Part 9.3 at the registration 
commencement time, which is 1 February 2012 (the first day of the 
month that is 26 months after this Act was given the Royal 
Assent), or an earlier time determined by the Minister. 
Chapter 9 also deals with references to charges and fixed and 
floating charges in this Act and in security agreements, and 
provides for the review of the operation of the Act within 3 years 
after it starts to apply. 
4  Paragraph 6(2)(c) 
Repeal the paragraph, substitute: 
 (c) the security interest is an interest of a transferor under a 
transfer of intangible property that consists of an account or 
chattel paper, and: 
 (i) the transferor is an Australian entity; or 
 (ii) the account or chattel paper is payable in Australia; or 
5  At the end of subparagraph 8(1)(f)(v) 
Add “, e xcept a transfer of a right to an insurance payment or other 
payment as indemnity or compensation for loss of, or damage to, 
collateral (or proceeds of collateral)”.  
6  Subparagraph 8(1)(f)(vi) 
Omit “an assignment”, substitute “a transfer”.  
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62            Personal Property Securities (Corporations and Other Amendments) 
Act 2010        7  Subparagraph 8(1)(f)(vi) 
Omit “the assignment”, substitute “the transfer”.  
8  Subparagraph 8(1)(f)(vii) 
Omit “an assignment of an account, if the assignee’s”, substitute “a 
transfer of an account, if the transferee’s”.  
9  Subparagraph 8(1)(f)(viii) 
Omit “an assignment”, substitute “a transfer”.  
10  Subparagraph 8(1)(f)(x) 
Repeal the subparagraph, substitute: 
 (x) a transfer of the beneficial interest in a monetary 
obligation where, after the transfer, the transferee holds 
the monetary obligation on trust for the transferor; 
11  At the end of paragraph 8(1)(i) 
Add: 
Note: See also subsection (5). 
12  After paragraph 8(1)(j) 
Insert: 
 (ja) a security interest in personal property taken by a 
pawnbroker, if subsection (6) applies to the security interest; 
 (jb) an interest that a person has: 
 (i) as a member of a superannuation fund (within the 
meaning of the Superannuation Industry (Supervision) 
Act 1993 ); or 
 (ii) as a member of an approved deposit fund (within the 
meaning of the Superannuation Industry (Supervision) 
Act 1993 ); or 
 (iii) as a holder of a retirement savings account (within the 
meaning of the Retirement Savings Accounts Act 1997 ); 
or 
 (iv) in an account kept under the Small Superannuation 
Accounts Act 1995  in the name of the person; or 
 (v) as a holder of a superannuation annuity (within the 
meaning of the Income Tax Assessment Act 1997 ); 
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63  (jc) a charge created by either of the following provisions: 
 (i) section 6 of the Commonwealth Inscribed Stock Act 
1911; 
 (ii) section 5 of the Loans Redemption and Conversion Act 
1921; 
13  Subsection 8(4) 
Omit “or assignment”.  
Note: The heading to subsection 8(4) is altered by omitting “ and assignments ”. 
14  At the end of section 8 
Add: 
Water rights 
 (5) In paragraph (1)(i), the reference to a right in relation to the 
control, use or flow of water includes, but is not limited to, a 
reference to a right that a person has against another person to 
receive (or otherwise gain access to) water. 
Pawnbroker security interests 
 (6) For the purposes of paragraph (1)(ja), this subsection applies to a 
security interest taken by a pawnbroker if: 
 (a) the pawnbroker holds a licence or is otherwise expressly 
authorised (for example, by registration) by a law of a State 
or Territory to carry on a pawnbroking business (however 
described in that law); and 
 (b) the taking of the security interest is authorised by that licence 
or authorisation, and is not in contravention of that law of the 
State or Territory; and 
 (c) the security interest is taken in the ordinary course of the 
pawnbroker’s busin ess as a pawnbroker; and 
 (d) at the time the security interest is taken, the market value of 
the payment or obligation secured by the security interest is 
less than or equal to: 
 (i) $5,000; or 
 (ii) if a greater amount has been prescribed by regulations 
made for the purposes of subsection 47(1) —that 
amount; and 
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64            Personal Property Securities (Corporations and Other Amendments) 
Act 2010         (e) at the time the security interest is taken, the pawnbroker 
believes, and it is actually the case, that the market value of 
the personal property is less than or equal to: 
 (i) $5,000; or 
 (ii) if a greater amount has been prescribed by regulations 
made for the purposes of paragraph 47(2)(c) —that 
amount; and 
 (f) the personal property is not of a kind that the regulations 
provide may, or must, be described by serial number in a 
registration. 
Note: Section 47 deals with taking personal, domestic or household property 
free of a security interest. 
15  Section 10 (paragraph (b) of the definition of description ) 
Repeal the paragraph, substitute: 
 (b) in the case of a class of personal property—a description that 
identifies the class, including a description that identifies the 
class by identifying a larger class of personal property that 
wholly includes the class. 
Example 1: A description that identifies collateral as “sheep” (a type of 
livestock) is sufficient to identify collateral that is sheep wool (a 
product of livestock, which is a class of collateral wholly 
included in the larger class of “sheep”).  
Example 2: A description that identifies collateral as “fruit” is sufficient to 
identify collateral that is apples. 
16  Section 10 (definition of financial product ) 
Repeal the definition, substitute: 
financial product : 
 (a) for the purposes of the definition of investment instrument  in 
this section —has the meaning given by the Corporations Act 
2001; and 
 (b) for any other purposes —means any of the following, or an 
interest in any of the following, other than cash: 
 (i) shares; 
 (ii) bonds; 
 (iii) any other financial instrument; 
 (iv) any other financial asset. 
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65 17  Section 10 (paragraph (a) of the definition of grantor ) 
Omit “owns the personal property, or has the interest in the personal 
property,”, substitute “has the interest in the personal property”.  
18  Section 10 (at the end of the definition of intellectual 
property ) 
Add: 
 ; (g) a right under or for the purposes of a law of a foreign country 
that corresponds to a right mentioned in any of paragraphs (a) 
to (f). 
19  Section 10 
Insert: 
intermediary has the meaning given by section 15. 
20  Section 10 
Insert: 
intermediated security has the meaning given by section 15. 
21  Section 10 (definition of investment entitlement ) 
Repeal the definition. 
22  Section 10 (definition of investment entitlement account ) 
Repeal the definition. 
23  Section 10 (definition of investment entitlement 
intermediary ) 
Repeal the definition. 
24  Section 10 (at the end of the definition of livestock ) 
Add: 
 ; and (c) the products of livestock before they become proceeds (for 
example, the wool on a sheep’s back before the sheep is 
shorn). 
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66            Personal Property Securities (Corporations and Other Amendments) 
Act 2010        25  Section 10 (paragraph (d) of the definition of negotiable 
instrument ) 
Repeal the paragraph, substitute: 
 (d) any other writing that evidences a right to payment of 
currency, if: 
 (i) the writing is of a kind that, in the ordinary course of 
business, is transferred by delivery with any necessary 
endorsement or assignment; or 
 (ii) the writing satisfies the requirements for negotiability 
under the law governing negotiable instruments 
(including, but not limited to, instruments that are 
negotiable instruments within the meaning of this 
definition); or 
26  Section 10 (at the end of the definition of new value ) 
Add “owed to the person providing the value”.  
27  Section 10 
Insert: 
referred PPS matters  (short for referred Personal Property 
Securities matters)  has the meaning given by section 245. 
28  Section 10 (after paragraph (a) of the definition of 
registration time ) 
Insert: 
 (aa) section 333 (registration with respect to migrated data); or 
29  Section 10 
Insert: 
securities account has the meaning given by section 15. 
30  Section 10 
Insert: 
take has the meaning given by section 138A. 
31  Section 10 
Insert: 
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67 water source  has the meaning given by section 138A. 
32  Subsections 12(4) and (4A) 
Repeal the subsections, substitute: 
 (3A) A person who owes payment or performance of an obligation to 
another person m ay take a security interest in the other person’s 
right to require the payment or the performance of the obligation. 
 (4) Without limiting subsection (3A): 
 (a) an account debtor, in relation to an account or chattel paper, 
may take a security interest in the account or chattel paper; 
and 
 (b) an ADI may take a security interest in an ADI account that is 
kept with the ADI. 
33  Subsection 13(3) 
Repeal the subsection (not including the heading), substitute: 
 (3) This section only applies to a bailment for which the bailee 
provides value. 
34  Section 15 
Repeal the section, substitute: 
15  Meaning of intermediated security and related terms 
Meaning of intermediated security 
 (1) An intermediated security is the rights of a person in whose name 
an intermediary maintains a securities account. 
Meaning of intermediary 
 (2) An intermediary  is: 
 (a) a person (including a central securities depository) who holds 
an Australian financial services licence (within the meaning 
of the Corporations Act 2001 ) permitting the person, in the 
course of business or other regular activity, to maintain 
securities accounts: 
 (i) on behalf of others; or 
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68            Personal Property Securities (Corporations and Other Amendments) 
Act 2010         (ii) on behalf of others as well as on the person’s own 
behalf; or 
 (b) a person who operates a clearing and settlement facility under 
an Australian CS facility licence (within the meaning of the 
Corporations Act 2001 ), other than such a person prescribed 
by regulations made for the purposes of this paragraph; or 
 (c) a person (including a central securities depository) who holds 
a licence issued under the law of a foreign jurisdiction 
permitting the person, in the course of business or other 
regular activity, to maintain securities accounts: 
 (i) on behalf of others; or 
 (ii) on behalf of others as well as on the person’s own 
behalf. 
 (3) An intermediary  does not include a central bank. 
 (4) An intermediary (including a central securities depository) is an 
intermediary  only while acting in the capacity of an intermediary. 
 (5) A person is not an intermediary merely because the person 
maintains a securities account on behalf of the issuer of the 
financial products to which the account relates. 
 (6) Without limiting subsection (5), a person is not an intermediary  
merely because the person: 
 (a) acts as a central securities depository, registrar or transfer 
agent for an issuer of a financial product; or 
 (b) records details of interests in financial products in the 
person’s own books, being interests credited to securities 
accounts in the names of other persons for whom the person 
acts as manager or agent or otherwise in a purely 
administrative capacity. 
Meaning of securities account 
 (7) In this Act: 
securities account  means an account to which interests in financial 
products may be credited or debited. 
35  Subsection 19(5) 
After “leased”, insert “or bailed”.  
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69 Note: The heading to subsection 19(5) is altered by inserting “ bailed, ” after “ leased, ”. 
36  At the end of section 19 
Add: 
Note: A security interest may attach to crops while they are growing, and to 
the products of livestock, before they become proceeds of the crops or 
livestock (for example, wool before it is shorn). See subsections 31(4) 
and (5) (meaning of proceeds) and section 84A (security interests in 
crops and livestock). 
37  Subparagraph 20(2)(a)(ii) 
Omit “specified in the writing that is”, substitute “, or omission, that 
reasonably appears to be”. 
38  Paragraph 21(1)(b) 
Repeal the paragraph, substitute: 
 (b) all of the following apply: 
 (i) the security interest is attached to the collateral; 
 (ii) the security interest is enforceable against a third party; 
 (iii) subsection (2) applies. 
39  Subparagraph 21(2)(c)(i) 
Repeal the subparagraph, substitute: 
 (i) an ADI account in relation to which the ADI is the 
secured party; 
40  Paragraphs 24(5)(b) and (d) 
Omit “assignee”, substitute “transferee”.  
41  Section 26 
Repeal the section, substitute: 
26  Control of intermediated securities 
Main rule 
 (1) A person has control of an intermediated security that is credited to 
a securities account if, and only if, this section so provides. 
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70            Personal Property Securities (Corporations and Other Amendments) 
Act 2010        Control by agreement 
 (2) A secured party has control  of an intermediated security if: 
 (a) one of the following conditions is satisfied: 
 (i) there is an agreement in force between the grantor, the 
secured party and the intermediary who maintains the 
securities account; 
 (ii) there is an agreement in force between the grantor and 
the intermediary; 
 (iii) there is an agreement in force between the grantor and 
the secured party, and notice of the agreement is given 
to the intermediary; and 
 (b) the agreement has the effect that: 
 (i) the intermediary must not comply with instructions 
given by the grantor in relation to the intermediated 
security without seeking the consent of the secured 
party (or a person who has agreed to act on the 
instructions of the secured party); or 
 (ii) the intermediary must comply, or must comply in one or 
more specified circumstances, with instructions 
(including instructions to debit the account) given by the 
secured party in relation to the intermediated security 
without seeking the consent of the grantor (or any 
person who has agreed to act on the instructions of the 
grantor). 
 (3) If the intermediary who maintains the securities account is an 
intermediary because of paragraph 15(2)(b), a reference to the 
intermediary in subparagraphs ( 2)(a)(i) to (iii) of this section 
includes a reference to a person prescribed by regulations made for 
the purposes of this subsection. 
Note 1: Under paragraph 15(2)(b), a person is an intermediary  if the person 
operates a clearing and settlement facility under an Australian CS 
facilities licence (within the meaning of the Corporations Act 2001 ), 
other than such a person prescribed by regulations made for the 
purposes of that paragraph. 
Note 2: The regulations may prescribe a person by reference to a class or 
classes of persons (see subsection 33(3A) of the Acts Interpretation 
Act 1901 ). 
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71 Control by secured party in whose name securities account is 
maintained 
 (4) A secured party has control  of an intermediated security if: 
 (a) the securities account is maintai ned in the secured party’s 
name; or 
 (b) the securities account is maintained in the name of another 
person (who is not the grantor or debtor), and that person 
acknowledges in writing that he, she or it holds the 
intermediated security on behalf of the secured party. 
42  Paragraph 32(1)(a) 
Repeal the paragraph, substitute: 
 (a) continues in the collateral, unless: 
 (i) the secured party expressly or impliedly authorised a 
disposal giving rise to the proceeds; or 
 (ii) the secured party expressly or impliedly agreed that a 
dealing giving rise to the proceeds would extinguish the 
security interest; and 
43  Paragraph 44(2)(b) 
Repeal the paragraph, substitute: 
 (b) the security interest was created or provided for by a 
transaction to which the buyer or lessee is a party, unless the 
personal property concerned is of a kind prescribed by 
regulations for the purposes of this paragraph. 
44  Subsection 44(3) 
Repeal the subsection. 
45  Subsection 51(2) 
Repeal the subsection, substitute: 
Exception 
 (2) Subsection (1) does not apply if, at the time the interest is taken, 
the transferee has actual or constructive knowledge that crediting 
the interest in the financial product constitutes a breach of a 
security agreement that provides for a security interest in any 
intermediated security or financial product. 
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72            Personal Property Securities (Corporations and Other Amendments) 
Act 2010        Note: The heading to section 51 is altered by omitting “ investment  entitlement ” and 
substituting “ intermediated security ”. 
46  Subsection 52(1) 
Omit “(other than section  322)”, substitute “(or perfected by force of 
section  322)”.  
47  Subsection 52(1) (note) 
Repeal the note, substitute: 
Note: Section 322 provides for the perfection of transitional security 
interests. 
48  Section 54 (before the paragraph relating to Division 3) 
Insert: 
For example, a security interest held by an ADI in an ADI account 
with the ADI has priority over any other security interest in the 
ADI account. An ADI has control over an ADI account held with 
the ADI (see section 25). Only the ADI with which an ADI 
account is held may perfect a security interest in the ADI account 
by control (see section 21). A security interest perfected by control 
has priority over any other security interest in the same collateral 
(see section 57). 
49  Section 54 (paragraph relating to Division 6) 
Repeal the paragraph, substitute: 
Division 6 deals with priorities in relation to the following: 
 (a) interests that arise under law; 
 (b) interests of execution creditors; 
 (c) security interests in returned goods; 
 (d) security interests in accounts, financial property or 
intermediated securities if a foreign law governs 
their perfection but does not provide for public 
registration. 
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73 50  After subsection 57(2) 
Insert: 
 (2A) A perfected security interest (the priority interest ) in the proceeds 
of original collateral has priority over any other security interest in 
the proceeds, except a security interest in the proceeds as original 
collateral that is perfected by control, if: 
 (a) the security interest in the first-mentioned original collateral 
was perfected by control when the collateral gave rise to 
proceeds; and 
 (b) the priority interest is not perfected by control. 
51  Paragraphs 62(3)(b) and 63(c) and (d) 
Omit “10 business days”, substitute “15 business days”.  
52  Subparagraph 64(1)(b)(ii) 
Omit “5 business days”, substitute “15  business days”.  
53  At the end of subsection 64(3) 
Add: 
 ; and (c) the new value is taken to be an account for the purposes of 
this Act (except for the purposes of this section or paragraph 
12(3)(a) (account transferee’s interest taken to be security 
interest)). 
54  At the end of section 64 
Add: 
 (4) However, if the new value mentioned in paragraph (3)(c) would be 
an account for the purposes of this Act in the absence of that 
paragraph, the paragraph does not prevent the new value from 
being an account for the purposes of this section or paragraph 
12(3)(a). 
55  Paragraph 68(2)(c) 
Omit “transferee -granted interest”, substitute “collateral”.  
56  Paragraph 68(2)(d) 
Omit: 
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74            Personal Property Securities (Corporations and Other Amendments) 
Act 2010         (d) the transferee-granted interest secures performance of an 
advance made, or an obligat ion incurred, by the transferee’s 
secured party before: 
 (i) the transferor-granted interest is re-perfected as 
mentioned in paragraph (1)(d); and 
 (ii) the notice is given under paragraph (1)(e); 
  but only to the extent of the advance or obligation. 
Substitute: 
 (d) the transferee-granted interest secures performance of an 
advance made, or an obligation incurred, by the transferee’s 
secured party before: 
 (i) the transferor-granted interest is re-perfected as 
mentioned in paragraph (1)(d); and 
 (ii) the notice is given under paragraph (1)(e); 
but only to the extent of the advance or obligation. 
Note: The amendment made by this item corrects a formatting error. 
57  Subsection 71(1) (note) 
Omit “assignment”, substitute “transfer”.  
58  Subparagraph 72(b)(ii) 
Omit “negotiable instrument”, substitute “document of title”.  
59  Subsection 77(3) 
Omit “financial property or an investment entitlement”, substitute 
“personal property that is financial property or an intermediated 
security”.  
Note: The heading to subsecti on 77(3) is replaced by the heading “ Security interests in 
financial property and intermediated securities ”. 
60  Subsection 77(3) 
Omit “the financial property or investment entitlement”, substitute “the 
personal property”.  
61  Paragraphs 77(3)(a) and (b) 
Omit “property” (wherever occurring), substitute “personal property”.  
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75 62  Subsection 77(4) 
Omit “240(3)”, substitute “240(4) or (5)”.  
63  Part 2.7 (heading) 
Repeal the heading, substitute: 
Part 2.7 —Transfer of interests in collateral 
64  Section 78 
Omit: 
This Part deals with the transfer and assignment of interests in 
collateral. 
Substitute: 
This Part deals with the transfer of interests in collateral. 
65  Section 83 
Repeal the section, substitute: 
83  Guide to this Part 
This Part includes rules on 3 topics: 
 (a) the relationship between a security interest in crops 
and interests in the land on which the crops are 
growing; and 
 (b) the capacity for a security interest to attach to 
crops while they are growing, and to the products 
of livestock, before the crops or products become 
proceeds (for example, the wool on a sheep’s back 
before it is shorn); and 
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76            Personal Property Securities (Corporations and Other Amendments) 
Act 2010         (c) the priority to be given to security interests in 
crops (and proceeds) granted to enable the crops to 
be produced, and security interests in livestock 
(and proceeds) granted to enable the livestock to be 
fed and developed. 
Other provisions of this Act that deal with agricultural interests are 
subsections 31(4), (5) and (6) (meaning of proceeds  of crops and 
livestock) and Division 6 of Part 4.3 (enforcement of security 
interests in crops and livestock). 
66  After section 84 
Insert: 
84A  Attachment of security interests to crops while they are growing 
and to the products of livestock 
Security interest in crops while they are growing 
 (1) To avoid doubt, a security interest may attach to crops while they 
are growing. 
Security interest in the products of livestock 
 (2) To avoid doubt, a security interest may attach to the products of 
livestock before they become proceeds (for example, the wool on a 
sheep’s back be fore the sheep is shorn). 
Note 1: Livestock  includes the products of livestock before they become 
proceeds (see section 10). 
Note 2: For what are the proceeds of crops and livestock, see subsections 
31(4), (5) and (6). 
67  Section 85 
Omit “in crops has pri ority over any other security interest in crops that 
is granted by the same grantor in the same crops”, substitute “that is 
granted by a grantor in crops or the proceeds of crops has priority over 
any other security interest that is granted by the same grantor in the 
same crops or proceeds”.  
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77 68  Section 86 
Omit “livestock has priority over any other security interest (other than 
a purchase money security interest) that is granted by the same grantor 
in the same livestock”, substitute “livestock or the proce eds of livestock 
has priority over any other security interest (other than a purchase 
money security interest) that is granted by the same grantor in the same 
livestock or proceeds”.  
69  At the end of section 108 
Add: 
 ; (e) rules relating to the enforcement of security 
interests in crops and livestock. 
70  After paragraph 109(5)(b) 
Insert: 
 (ba) section 126 (apparent possession of collateral); 
71  After paragraph 115(1)(p) 
Insert: 
 (pa) Division 6 of Part 4.3 (seizure and disposal or retention of 
crops and livestock), or any particular provision of that 
Division; 
72  Subsection 115(4) 
Repeal the subsection. 
73  At the end of section 116 
Add: 
 (3) Despite subsection (1), if a grantor of a security interest in property 
is an individual, this Chapter applies in relation to the security 
interest while a person is a receiver, or a receiver and manager, of 
the property. 
74  Section 122 
Omit: 
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78            Personal Property Securities (Corporations and Other Amendments) 
Act 2010        If a secured party proposes to dispose of, or retain, collateral, the 
party must give notice to the grantor and any other secured party 
with a security interest in the collateral that has a higher priority. 
A person may object to a proposal by a secured party to enforce a 
security interest by purchasing or retaining the collateral (see 
Division 5). 
Substitute: 
If a secured party proposes to dispose of, or retain, collateral, the 
party must give notice to the grantor and any other secured party 
with a security interest in the collateral that has a higher priority. A 
notice of disposal may be given in the approved form, while a 
notice of retention must be given in the approved form. 
A person may object if a secured party proposes to enforce a 
security interest by purchasing or retaining the collateral (see 
Division 5). 
A person exercising or discharging rights, duties and obligations 
arising under this Part must act honestly and in a commercially 
reasonable manner (see section 111). 
75  At the end of subsection 126(1) 
Add: 
Note: This section does not apply in relation to collateral that is used 
predominantly for personal, domestic or household purposes (see 
subsection 109(5)). 
76  Subsection 135(4) 
Omit “may be given”, substitute “must be given”.  
77  At the end of section 136 
Add: 
Extinguishment of obligation owed to the secured party 
 (5) If a secured party (the retaining secured party ) takes collateral 
under this section free of the interests referred to in subsection (2): 
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79  (a) the debt or other obligation secured by the security interest 
held by the retaining secured party is extinguished; but 
 (b) paragraph (2)(c) does not have the effect that a debt or other 
obligation secured by another security interest in the 
collateral is extinguished, if the other security interest has a 
lower priority than the security interest of the retaining 
secured party. 
78  At the end of Part 4.3 
Add: 
Division 6 —Seizure and disposal or retention of crops and 
livestock 
138A  Meaning of take and water source  
  In this Act: 
take fish includes: 
 (a) catch or kill fish; and 
 (b) gather or collect fish; and 
 (c) remove fish from any rock or other matter. 
Note: Livestock includes fish (see section 10). 
water source  means: 
 (a) a river, lake, creek or pond, tidal waters or any other land that 
is submerged by water (whether permanently or 
intermittently or whether naturally or artificially); or 
 (b) any part of such a river, lake, creek or pond, tidal waters or 
submerged land. 
138B  Seizure and disposal or retention of crops 
 (1) Without limiting section 123 (secured party may seize collateral), 
for the purposes of seizing collateral under that section that is 
crops, or the proceeds of crops, the secured party may: 
 (a) take possession of the crops or the proceeds; or 
 (b) cut, gather or harvest the crops or the proceeds. 
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80            Personal Property Securities (Corporations and Other Amendments) 
Act 2010         (2) The secured party may dispose of, or retain, collateral that is crops, 
or the proceeds of crops, after they have been taken, cut, gathered 
or harvested, subject to Divisions 2, 3, 4 and 5 (seizure, disposal or 
retention of collateral and objections). 
 (3) For the purposes of exercising a power under subsection (1) or (2), 
or performing any related function under Division 2, 3 or 4, the 
secured party may enter the land on which, or the water source in 
which, the crops are, or were, growing. 
 (4) However, the secured party may exercise the power to enter land or 
a water source under subsection (3) for a purpose mentioned in 
subsection (1) or (2) only to the same extent as the grantor would 
be entitled to enter the land or water source for the same purpose. 
138C  Seizure and disposal or retention of livestock 
 (1) Without limiting section 123 (secured party may seize collateral), 
for the purposes of seizing collateral under that section that is 
livestock, or the proceeds of livestock, the secured party may: 
 (a) take possession of the livestock or proceeds wherever it is 
located; or 
 (b) slaughter the livestock wherever it is located; or 
 (c) take livestock that is fish; or 
 (d) extract products from livestock (for example, by shearing 
sheep to extract wool). 
Note: A security interest may attach to a livestock product (for 
example, the wool of a sheep) as original collateral as mentioned 
in subsection 84A(2), or as proceeds. 
 (2) The secured party may dispose of, or retain, collateral that is 
livestock, or the proceeds of livestock, after it has been taken, 
slaughtered or extracted, subject to Divisions 2, 3, 4 and 5 (seizure, 
disposal or retention of collateral and objections). 
 (3) For the purposes of exercising a power under subsection (1) or (2), 
or performing any related function under Division 2, 3 or 4, the 
secured party may enter the land on which, or the water source in 
which, the livestock or proceeds is located. 
79  At the end of section 139 
Add: 
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81 A person exercising or discharging rights, duties and obligations 
arising under this Part must act honestly and in a commercially 
reasonable manner (see section 111). 
80  After subsection 140(1) 
Insert: 
 (1A) This section does not prevent the operation of another law of the 
Commonwealth, or a law of a State or Territory, to the extent that 
the law requires the amount, personal property or proceeds to be 
applied towards one or more obligations to persons that do not hold 
security interests (or any other interests) in the collateral before 
being applied towards any (or all) of the obligations mentioned in 
subsection (2). 
Example: This section does not prevent the operation of section 561 of the 
Corporations Act 2001 , which gives priority to the satisfaction of 
certain unsecured obligations over the claims of a secured party 
holding a circulating security interest in a debtor’s property.  
81  Section 141 
Omit “, if the grantor could take those steps”, substitute “that the person 
whose title to the collateral is extinguished because of the disposal or 
retention could take”.  
82  At the end of subsection 151(1) (after the note)  
Add: 
Example 1: A person applies to register a financing statement that describes 
collateral as “all present and after -acquired property” of the grantor 
described in the statement. It is sufficient to comply with this 
subsection if the applicant believes on reasonable grounds that the 
secured party described in the statement will take a security interest in 
a particular class of items of personal property held (or later acquired) 
by the grantor (see paragraph (b) of the definition of description  in 
section 10). 
Example 2: A person applies to register a financing statement that describes 
collateral as “fruit”. It is sufficient to comply with this subsection if 
the applicant believes on reasonable grounds that the secured party 
described in the statement will take a security interest in apples (see 
paragraph (b) of the definition of description  in section 10). 
83  Paragraph 174(2)(c) 
Repeal the paragraph, substitute: 
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82            Personal Property Securities (Corporations and Other Amendments) 
Act 2010         (c) the chronological order of any of the events mentioned in 
paragraph (b), in relation to one or more registrations. 
84  Subsection 178(3) 
Omit “collateral that is consumer property.”, substitute:  
  collateral that: 
 (a) at the time the security interest attached to the collateral, the 
grantor intended to use predominantly for personal, domestic 
or household purposes; or 
 (b) the grantor is using predominantly for personal, domestic or 
household purposes. 
85  Paragraph 237(2)(b) 
Omit “an assignment”, substitute “a transfer”.  
86  Subsection 239(3) 
Repeal the subsection (not including the heading), substitute: 
 (3) In relation to a security interest in intellectual property or an 
intellectual property licence: 
 (a) subject to paragraph (c), the validity of the security interest is 
governed by the law of the jurisdiction (other than the law 
relating to conflict of laws) in which the grantor is located 
when the security interest attaches, under that law, to the 
property or licence; and 
 (b) subject to paragraph (c), at a particular time, the perfection, 
and the effect of perfection or non-perfection, of the security 
interest is governed by the law of the jurisdiction (other than 
the law relating to conflict of laws) in which the grantor is 
located at that time; and 
 (c) the following matters are governed by the law of the 
jurisdiction (other than the law relating to conflict of laws) by 
or under which the property or licence is granted, if that law 
provides for the public registration or recording of the 
security interest, or of a notice relating to the security 
interest: 
 (i) whether a successor in title to the grantor’s interest in 
the property or licence takes it free of a security interest; 
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83  (ii) the validity of the security interest against a transferee 
of the property or licence. 
87  Subsections 241(1) and (2) 
Omit “, other than proceeds that are an account,”.  
88  At the end of section  241 
Add: 
 (4) However, this section does not apply in relation to proceeds that 
are an account unless the account arises from the dealing that gave 
rise to the proceeds. 
Note: If this section does not apply in relation to proceeds that are an 
account, the law governing the validity and the perfection of a security 
interest consisting of a transfer of the account is determined by the law 
of the jurisdiction in which the grantor is located (see section 239 
(governing laws —intangible property)). 
89  Before section 242 
Insert: 
Division 1 —Introduction 
90  Section 242 
Omit: 
 (a) this Act operates in any State that has referred to 
the Commonwealth power to enact and amend it 
for the purposes of paragraph 51(xxxvii) of the 
Constitution; 
 (b) this Act operates in that State and any other State, 
to the extent that other constitutional powers 
permit its operation; 
Substitute: 
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84            Personal Property Securities (Corporations and Other Amendments) 
Act 2010         (a) this Act operates in any State that has given the 
Commonwealth power to legislate accordingly for 
the purposes of paragraph 51(xxxvii) of the 
Constitution; 
 (b) this Act operates in any State to the extent that 
other constitutional powers permit its operation; 
91  After section 242 
Insert: 
Division 2 —Constitutional basis 
92  Paragraph 243(1)(b) 
Omit “in respect of matters to which this Act relates because those 
matters are referred to it”, substitute “because of a reference or 
adoption”.  
93  Subsection 243(1) (note 1) 
Repeal the note. 
94  Subsection 243(1) (note 2) 
Omit “Note 2”, substitute “Note”.  
95  Subsections 244(1) and (2) 
Repeal the subsections, substitute: 
General meaning 
 (1) A State is a referring State  if, for the purposes of paragraph 
51(xxxvii) of the Constitution, the Parliament of the State has, 
before the registration commencement time: 
 (a) referred the matters covered by subsections (3) and (4) to the 
Commonwealth Parliament; or 
 (b) both: 
 (i) adopted the relevant version of this Act; and 
 (ii) referred the matters covered by subsection (4) to the 
Commonwealth Parliament. 
Note 1: For registration commencement time , see secti on 306. 
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85 Note 2: Subsections (5), (6) and (7) deal with when a State stops being a 
referring State . 
 (2) A State is a referring State  even if the State’s referral law provides 
that: 
 (a) the reference to the Commonwealth of a matter covered by 
subsection (3) or (4) is to terminate in particular 
circumstances; or 
 (b) the adoption of the relevant version of this Act is to terminate 
in particular circumstances; or 
 (c) any or all of the State’s amendment references have not 
commenced in relation to a particular kind (or kinds) of 
personal property (or so commence at or after the registration 
commencement time); or 
 (d) the reference to the Commonwealth Parliament of a matter 
covered by subsection (3) or (4) has effect only: 
 (i) if, and to the extent that, the matter is not otherwise 
included in the legislative powers of the Commonwealth 
Parliament (otherwise than by a reference under 
paragraph 51(xxxvii) of the Constitution); or 
 (ii) if and to the extent that the matter is included in the 
legislative powers of the Parliament of the State. 
96  Subsection 244(3) 
Omit “referral version”, substitute “relevant version”.  
Note: The heading to subsection 244(3) is replaced by the heading “ Reference covering the 
relevant version of this Act ”. 
97  Subsection 244(5) 
Repeal the subsection, substitute: 
 (5) A State stops being a referring State  if: 
 (a) in the case where the Parliament of the State has referred to 
the Commonwealth Parliament the matters covered by 
subsection (3) —that reference terminates; or 
 (b) in the case where the Parliament of the State has adopted the 
relevant version of this Act —the adoption terminates. 
98  Subsections 244(6) and (7) 
Omit “referring State”, substitute “ referring State ”. 
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86            Personal Property Securities (Corporations and Other Amendments) 
Act 2010        99  Subsection 244(8) (definition of initial reference ) 
Repeal the definition. 
100  Subsection 244(8) (definition of referral law ) 
Omit “matters, as mentioned in subsection ( 1),”, substitute “the matters 
covered by subsection ( 4)”. 
101  Subsection 244(8) (definition of referral version of this 
Act) 
Repeal the definition. 
102  Subsection 244(8) (definition of referred provisions ) 
Omit “referral”, substitute “relevant”.  
103  Subsection 244(8) 
Insert: 
relevant version of this Act  means: 
 (a) if, at the time the State’s referral law was enacted, this Act 
had not been enacted —this Act as originally enacted; or 
 (b) otherwise —this Act as originally enacted, and as amended by 
the Personal Property Securities (Consequential 
Amendments) Act 2009  and the Personal Property Securities 
(Corporations and Other Amendments) Act 2010 . 
104  At the end of Part 7.3 
Add: 
Division 3 —Constitutional guarantees 
252A  No constitutional preference to one State over another 
  A provision of this Act does not apply to the extent that the 
operation of the provision would give, or result in the giving of, 
preference (within the meaning of section 99 of the Constitution) to 
one State or part of a State over another State or part of a State. 
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87 252B  No unjust acquisition of property 
 (1) A provision of this Act does not apply to the extent that the 
operation of the provision would result in an acquisition of 
property from a person otherwise than on just terms. 
 (2) In subsection (1): 
acquisition of property  has the same meaning as in paragraph 
51(xxxi) of the Constitution. 
just terms has the same meaning as in paragraph 51(xxxi) of the 
Constitution. 
105  Paragraph 254(2)(h) (after paragraph (c) of the note) 
Insert: 
(ca) section 140 (distribution of proceeds received by secured party); 
106  Section 260 
Repeal the section. 
Note: This section is reproduced in a different form at section 252A, inserted by item 104 of 
this Schedule. 
107  Subsection 267(1) (note 2) 
Omit “section  266”, substitute “sections  266 and 267”.  
Note: Note 2 to subsection 267(1) will be further amended to take account of the amendments 
of the Corporations Act 2001  in Schedule 1 to this Act when item 108 of this Schedule 
commences. 
108  Subsection 267(1) (note 2) 
Omit “sections  266 and 267”, substitute “Division  2A of Part 5.7B”.  
Note: Division 2A of Part 5.7B of the Corporations Act 2001  is inserted by the amendments 
of the Corporations Act 2001  in Part 9 of Schedule 1 to this Act. This item will 
commence at the same time as Part 9 of Schedule 1 to this Act, which commences at the 
registration commencement time within the meaning of the Personal Property 
Securities Act 2009 . 
109  Subsection 267(3) (at the end of the note) 
Add “under this subsection”.  
110  After section 267 
Insert: 
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88            Personal Property Securities (Corporations and Other Amendments) 
Act 2010        267A  Vesting in grantor of security interest that attaches after 
winding up etc. 
Vesting of security interest 
 (1) A security interest vests in the grantor when it attaches to the 
collateral if: 
 (a) paragraph 267(1)(a) applies in relation to the grantor; and 
 (b) before the time (the critical time ) mentioned in paragraph 
267(1)(b), the grantor enters into a security agreement with 
the secured party that provides for the secured party to take a 
security interest in collateral from the grantor; and 
 (c) at the critical time: 
 (i) the security interest has not attached to the collateral; 
and 
 (ii) there is no registration that would perfect the security 
interest when it attaches to the collateral; and 
 (d) after the critical time, the security interest attaches to the 
collateral; and 
 (e) at the time of attachment: 
 (i) the security interest is unperfected; or 
 (ii) if the security interest is perfected, it is perfected only 
by a registration for which the registration time is after 
the critical time. 
Note: This section does not apply to certain security interests (see 
section 268). 
Property acquired for new value without knowledge 
 (2) Subsection (1) does not affect the title of a person to personal 
property if: 
 (a) the person acquires the personal property for new value from 
a secured party, from a person on behalf of a secured party, 
or from a receiver in the exercise of powers: 
 (i) conferred by the security agreement providing for the 
security interest; or 
 (ii) implied by the general law; and 
 (b) at the time the person acquires the property, the person has 
no actual or constructive knowledge of the following (as the 
case requires): 
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89  (i) the filing of an application for an order to wind up the 
company; 
 (ii) the passing of a resolution to wind up the company; 
 (iii) the appointment of an administrator of the company 
under section 436A, 436B or 436C of the Corporations 
Act 2001; 
 (iv) the execution of a deed of company arrangement by the 
company. 
Note: Section 296 deals with the onus of proving matters under this 
subsection. 
111  Subsection 268(1) 
Omit “Subsection 267(2) (security interests vested in grantor) does not 
apply ”, substitute “Subsection 267(2) and section  267A (security 
interests vested in grantor) do not apply”.  
112  After paragraph 268(1)(a) 
Insert: 
 (aa) a security interest for which perfection, and the effect of 
perfection or non-perfection, is governed by the law of a 
foreign jurisdiction at the time mentioned in paragraph 
267(1)(b); 
113  Subsection 269(1) 
After “section  267”, insert “or 267A”.  
114  Paragraph 269(2)(a) 
Repeal the paragraph, substitute: 
 (a) is taken to have suffered damage immediately before the time 
the security interest vests in the grantor under section 267 or 
267A (as the case requires); and 
115  Subparagraph 269(2)(b)(ii) 
Omit “day referred to in paragraph 267(1)(b)”, substitute “time 
mentioned in paragraph 267(1)(b)”.  
116  Section 304 
Omit: 
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90            Personal Property Securities (Corporations and Other Amendments) 
Act 2010        Part 9.3 deals with the initial application of this Act. Generally 
speaking, the Act starts to apply at the registration commencement 
time, which is 26 months after the Act is given the Royal Assent, 
or an earlier time determined by the Minister. 
Substitute: 
Part 9.3 deals with the initial application of this Act. Generally 
speaking, the Act starts to apply at the registration commencement 
time, which is 1 February 2012 (the first day of the month that is 
26 months after this Act was given the Royal Assent), or an earlier 
time determined by the Minister. 
117  Section 304 
Omit: 
This includes rules for determining priority between these interests 
and the vesting and extinguishment of interests in some situations. 
Substitute: 
This includes rules about the attachment, perfection and priority of 
transitional security interests. 
118  Section 307 (definition of transitional security 
agreement ) 
Repeal the definition (including the note), substitute: 
transitional security agreement  means a security agreement that is 
in force immediately before the registration commencement time, 
and that continues in force at and after that time. 
119  Section 311 
Repeal the section, substitute: 
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91 311  Enforceability of transitional security interests against third 
parties 
  Despite section 20, a transitional security interest is enforceable 
against a third party in respect of particular personal property if it 
would have been so enforceable under the law that applied to the 
enforceability of security interests immediately before the 
registration commencement time, and as if this Act had not been 
enacted (whether the security interest arises before, at or after the 
registration commencement time). 
120  Section 313 
Repeal the section, substitute: 
313  Enforcement of security interests in intellectual property 
licences 
  Section 106 applies in relation to security interests in intellectual 
property licences only if the security interests are provided for by 
security agreements made at or after the registration 
commencement time. 
121  Divisions 1 to 5 of Part 9.4 
Repeal the Divisions, substitute: 
Division 1 —Introduction 
319  Guide to this Part 
This Part deals with the transitional application of this Act. 
This Part applies to transitional security interests, which are 
security interests provided for by security agreements (transitional 
security agreements) in force immediately before the registration 
commencement time. A transitional security interest may arise 
before, at or after the registration commencement time. 
The registration commencement time is 1 February 2012 (the first 
day of the month that is 26 months after this Act was given the 
Royal Assent), or an earlier time determined by the Minister. 
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92            Personal Property Securities (Corporations and Other Amendments) 
Act 2010        Division 2 is about the attachment, perfection and priority of 
transitional security interests. Transitional security interests are 
declared to be perfected until the end of the month that is 24 
months after the registration commencement time, or until they are 
earlier perfected by other means (for example, by registration). 
Division 6 is about the migration of data about personal property 
from Commonwealth, State and Territory registers onto the 
Personal Property Securities Register. The Registrar may register 
migrated data about transitional security interests with effect from 
the registration commencement time. Such transitional security 
interests are known as migrated security interests. 
Migrated security interests are perfected under Division 2 from 
immediately before the registration commencement time. 
Division 7 provides for preparatory registration with respect to 
transitional security interests in anticipation of the commencement 
of the Personal Property Securities Register. Other data may also 
be registered under this Division before the registration 
commencement time. 
Transitional security interests that are registered in this way are 
perfected under Division 2 from immediately before the 
registration commencement time. 
Division 8 provides rules for dealing with defective registrations 
with respect to transitional security interests. For example, 
omissions arising from the migration of data onto the Personal 
Property Securities Register will not automatically render the 
registration of the data ineffective. 
Division 2 —Attachment, perfection and priority of 
transitional security interests 
320  Guide to priority rules for transitional security interests 
 (1) The following table is a guide to how this Act applies to the 
determination of priorities involving transitional security interests: 
 
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93 Priorities involving transitional security interests  
Item  The following security 
interest:  has priority over …  because of …  
1 a perfected transitional 
security interest  an unperfected security 
interest (whether 
transitional or not)  subsection 55(3).  
2 a perfected transitional 
security interest  a perfected  security 
interest that is not a 
transitional security 
interest  subsection 55(5) and 
section  322. 
3 an unperfected 
transitional security 
interest  an unperfected security 
interest that is not a 
transitional security 
interest  subsection 55(2) and 
section  321. 
4 a perfected security 
interest (whether 
transitional or not)  an unperfected 
transitional security 
interest  subsection 55(3).  
 (2) Other priorities involving transitional security interests are dealt 
with under this Division as follows: 
 (a) for the priority between 2 perfected transitional security 
interests, see section 323; 
 (b) for the priority between 2 unperfected transitional security 
interests, see section 323; 
 (c) for the priority between 2 security interests, one or both of 
which is a transitional security interest, if the priority comes 
to be determined after the end of the month that is 24 months 
after the registration commencement time in circumstances 
involving insolvency or bankruptcy, see section 324. 
 (3) In this section, a reference to a perfected transitional security 
interest is taken to be a reference to a transitional security interest 
that has been continuously perfected, at the time the priority comes 
to be determined, since immediately before the registration 
commencement time. 
321  Attachment rule 
  For the purposes of subparagraph 21(1)(b)(i) and section 55, a 
transitional security interest in collateral is taken to have attached 
to the collateral immediately before the registration 
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94            Personal Property Securities (Corporations and Other Amendments) 
Act 2010        commencement time, whether the security interest arises before, at 
or after the registration commencement time. 
Note 1: Subparagraph 21(1)(b)(i) provides that unless a security interest in 
collateral is perfected by force of this Act, the security interest must 
have attached to the collateral in order to be perfected. 
Note 2: Section 55 provides for the default rules for determining priority 
between security interests in the same collateral. In some cases, these 
rules depend on when a security interest attaches. For example, the 
priority between 2 unperfected security interests is generally 
determined by their order of attachment (see subsection 55(2)). 
However, 2 unperfected transitional security interests have the priority 
they would have had between themselves if this Act had not been 
enacted (see section 323 ). 
Note 3: See section 320 for a general summary of priority rules as they affect 
transitional security interests. 
322  Perfection rule 
Main rule 
 (1) A transitional security interest in collateral is perfected from 
immediately before the registration commencement time, whether 
the security interest arises before, at or after the registration 
commencement time (including a transitional security interest that 
arises after the end of the month that is 24 months after the 
registration commencement time). 
Note 1: As a result of this subsection, the priority time for a transitional 
security interest under subsection 55(4) will be immediately before the 
registration commencement time, as long as the security interest 
remains continuously perfected. 
Note 2: See section 320 for a general summary of priority rules as they affect 
transitional security interests. 
 (2) However, the transitional security interest stops being perfected 
under subsection (1) at the earliest of the following times: 
 (a) when the security interest is perfected by registration under 
Division 6 (migration of personal property interests); 
 (b) when the security interest is perfected by preparatory 
registration under Division 7; 
 (c) when a registration under Division 6 or 7 is amended so that 
the registration perfects the security interest; 
 (d) when the security interest is otherwise perfected by 
registration, or is perfected by possession or control; 
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95  (e) when the security interest is otherwise perfected (but not 
temporarily perfected) by this Act, other than under this 
section; 
 (f) the end of the month that is 24 months after the registration 
commencement time. 
Note: In the case of a transitional security interest in collateral that does not 
arise until after the end of the month that is 24 months after the 
registration commencement time, this section has the same effect as 
for other transitional security interests. In particular: 
(a) if a financing statement describing the collateral is registered 
before the end of that month, by the operation of sections 21, 55, 
321 and this section, the security interest is continuously 
perfected from the registration time for the collateral until the 
registration stops being effective; and 
(b) if the security interest is not perfected (otherwise than under this 
section) at the end of the month that is 24 months after the 
registration commencement time, the security interest will 
become unperfected at that time. 
Exception 
 (3) Subsections (1) and (2) do not apply to a transitional security 
interest in collateral if the interest is of a class prescribed by 
regulations made for the purposes of this subsection. 
323  Priority rule —priority otherwise undetermined 
  If the priority between 2 transitional security interests is not 
otherwise able to be determined under this Act, they have the 
priority between themselves that they would have had under the 
law that applied to such priority immediately before the 
registration commencement time, and as if this Act had not been 
enacted. 
Note: The priority between the following transitional security interests is not 
otherwise able to be determined under this Act: 
(a) 2 unperfected transitional security interests (because of 
section 321, the order of attachment between these interests 
cannot be determined for the purposes of subsection 55(2)); 
(b) 2 transitional security interests that have been continuously 
perfected since immediately before the registration 
commencement time (because of sections 321 and 322, the order 
of the priority times for these interests cannot be determined for 
the purposes of subsection 55(4)). 
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96            Personal Property Securities (Corporations and Other Amendments) 
Act 2010        324  Priority rule —certain security interests upon insolvency or 
bankruptcy 
 (1) The priority between 2 security interests in the same collateral is to 
be determined under this Act, as if section 322 had not been 
enacted, if: 
 (a) the priority between the security interests comes to be 
determined after the end of the month that is 24 months after 
the registration commencement time; and 
 (b) either (or each) of the interests is a transitional security 
interest that has not been perfected, apart from under 
section 322; and 
 (c) the grantor or secured party in relation to either (or each) of 
the security interests is insolvent or bankrupt. 
 (2) Subsection (1) is in addition to, and does not derogate from, any 
other provision of this Division. 
122  Paragraph 333(3)(a) 
Repeal the paragraph, substitute: 
 (a) either: 
 (i) if subsection (4) applies —state the transitional 
registration end time as the end time for the effective 
registration in respect of the personal property; or 
 (ii) if subsection (4) does not apply —not state an end time 
for the effective registration in respect of the personal 
property; and 
123  Subsection 333(4) 
Repeal the subsection, substitute: 
 (4) This subsection applies if, in the Registrar’s o pinion, the 
registration of the interest in the personal property in the 
transitional register would have ended at a particular time (the 
transitional registration end time ) in accordance with the law 
under which the transitional register was maintained (as in force 
immediately before the migration time). 
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97 Registration time 
 (5) The registration time for the personal property is the registration 
commencement time. 
Note: However, the migrated security interest in the personal property is 
perfected from immediately before the registration commencement 
time (see section 322 ). 
124  Section 336 
Repeal the section, substitute: 
336  Preparatory registration —transitional security interests 
Application for preparatory registration 
 (1) At or after the migration time, and before the registration 
commencement time, a person may apply to the Registrar, in the 
approved form, for the registration of any of the following: 
 (a) a financing statement that describes collateral with respect to 
a transitional security interest; 
 (b) a financing statement with respect to personal property 
prescribed by regulations made for the purposes of paragraph 
148(c); 
 (c) a financing change statement to amend a financing statement 
mentioned in paragraph (a) or (b) that is registered under thi s 
section. 
 (2) The Registrar may accept an application made under 
subsection (1), but only if: 
 (a) in the case of a financing statement, or a financing change 
statement, with respect to a transitional security interest —the 
Registrar is satisfied on reasonable grounds that a transitional 
security interest will (whether before, at or after the 
registration commencement time) be: 
 (i) attached to the collateral; and 
 (ii) held by the applicant; and 
 (b) in any case —in the Registrar’s opinion, it is operation ally 
practicable for the Registrar to register the financing 
statement, or financing change statement, before the 
registration commencement time. 
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98            Personal Property Securities (Corporations and Other Amendments) 
Act 2010        Registration 
 (3) If the Registrar accepts the application for registration, the 
Registrar may register the financing statement (or financing change 
statement), in accordance with the application, before the 
registration commencement time. 
Note: The Registrar must give a verification statement to a secured party 
affected by the registration. 
 (4) A registration under this section with respect to a transitional 
security interest must disclose that the collateral is covered by a 
transitional security agreement. 
 (5) In the case of a registration with respect to a transitional security 
interest, the registration time for the collateral is the registration 
commencement time. 
Note: However, a transitional security interest in the personal property 
arising under the agreement is perfected from immediately before the 
registration commencement time, no matter whether the security 
interest arises before, at or after that time (see section 322 ). 
 (6) Chapter 5 (registration) applies in relation to an application for 
registration under this section, and to such a registration, subject to 
this section. 
125  Section 337 
Repeal the section, substitute: 
337  Registration effective despite certain defects 
Scope 
 (1) This section applies if: 
 (a) a registration describes collateral covered by a transitional 
security agreement; and 
 (b) the transitional security agreement has given rise to a 
transitional security interest; and 
 (c) the registration would not, apart from this section, be 
effective in respect of the collateral because of a defect in the 
registered data (including the omission of data); and 
 (d) the Registrar has made a determination under subsection (2) 
in relation to defects of that type; and 
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99  (e) the determination applies to the registration. 
Note: Sections 164 and 165 provide that serious or misleading defects in a 
registration, and certain particular types of defect, make a registration 
ineffective. 
 (2) For the purposes of paragraph (1)(d), the Registrar may, by 
legislative instrument, determine that registrations in a stated class 
are effective despite stated types of defect. 
 (3) A determination under subsection (2) may provide that the 
determination does not apply in relation to a stated type of defect 
unless the registration includes particular data in relation to the 
defect (or in substitution for omitted data). 
Registration temporarily unaffected by the defect 
 (4) Despite sections 164 and 165, the defect does not make the 
registration ineffective for the period starting at the registration 
time for the collateral and ending at the following time: 
 (a) if the financing statement, as initially registered, states an end 
time—that end time (or an earlier end time, if the registration 
is amended to state an earlier end time); 
 (b) if the financing statement, as initially registered, does not 
state an end time —the end of the month that is 60 months 
after the registration commencement time (or an earlier end 
time, if the registration is amended to state an end time). 
Registration becomes ineffective 
 (5) However, the registration becomes ineffective under section 164 
because of the defect immediately after the end of the period 
mentioned in subsection (4), unless, at or before that time, the 
registration is amended to correct the defect. 
337A  Registration defective if collateral is not covered by 
transitional security agreement 
  Without limiting section 164 (defects in registration), a registration 
that discloses that collateral is covered by a transitional security 
agreement is ineffective to the extent that it describes collateral that 
is not covered by a transitional security agreement. 
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100            Personal Property Securities (Corporations and Other Amendments) 
Act 2010        126  Subsection 340(2) (note) 
Repeal the note, substitute: 
Note: For the meaning of control  in this subsection, see section 341. 
127  At the end of subsection 340(5) 
Add: 
Note: For the meaning of inventory  in this subsection, see section 341. 
128  Before subsection 341(1) 
Insert: 
General rules 
 (1A) For the purposes of subsection 340(2), a secured party has control 
of personal property if: 
 (a) the secured party has control of the property within the 
ordinary meaning of the term “control”; or  
 (b) the secured party has control  of the property within the 
meaning of Part 2.3 (possession and control of personal 
property); or 
 (c) in a case in which the personal property is inventory or an 
account —the secured party has control of the inventory or 
account because of: 
 (i) paragraph (a) or (b); or 
 (ii) subsection (1), (2), (3) or (4). 
 (1B) For the purposes of subsection 340(5) and this section: 
 (a) inventory  has its ordinary meaning; and 
 (b) the definition of inventory  in section 10 does not apply. 
Note: The heading to section 341 is replaced by the heading “ Meaning of control  and 
inventory”.  
129  Subsection 341(1) 
Omit “For the purposes of determining whether inventory is a 
circulating asset under section 340, a secured party has control  of the 
inventory if”, substitute “For the purposes of su bsection 340(2), a 
secured party has control of inventory if”.  
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101 130  Subsection 341(2) 
Omit “For the purposes of determining whether an account is a 
circulating asset under section 340”, substitute “For the purposes of 
subsection 340(2)”.  
131  Subsection 341(2) 
After “ subsections ( 3) and (4)”, insert “of this section”.  
132  Subsection 341(5) 
Repeal the subsection. 
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102            Personal Property Securities (Corporations and Other Amendments) 
Act 2010         
Part 2—Bulk amendments 
133  Amendments to change references to investment 
entitlements etc. to references to intermediated 
securities etc. 
The specified provisions of the Personal Property Securities Act 2009  
listed in items 134 to 1 53 of this Schedule are amended by: 
 (a) omitting “investment entitlement intermediary” (wherever 
occurring) and substituting “intermediary”; and  
 (b) omitting “investment entitlement account” (wherever 
occurring) and substituting “securities account”; and  
 (c) omitting “investment entitlement” (wherever occurring 
otherwise than as mentioned in paragraph (a) or (b)) and 
substituting “intermediated security”; and  
 (d) om itting “entitlement” (wherever occurring otherwise than as 
mentioned in paragraphs (a), (b) and (c)) and substituting 
“intermediated security”; and  
 (e) omitting “investment entitlements” (wherever occurring) and 
substituting “intermediated securities”.  
134  Subsection 6(1A) 
135  Section 10 ( paragraph  (e) of the definition of account ) 
136  Section 10 ( paragraph  (d) of the definition of chattel 
paper ) 
137  Section 10 (definition of goods ) 
138  Section 10 ( paragraph  (c) of the definition of intangible 
property ) 
139  Section 10 ( paragraph  (m) of the definition of investment 
instrument ) 
140  Section 10 ( paragraph  (h) of the definition of negotiable 
instrument ) 
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103 141  Paragraph 14(2)(b) 
142  Subparagraph 21(2)(c)(ii) 
143  Section 23 
144  Section 30 
145  Subsection 31(1) (subparagraph (c)(iv) of the definition of 
proceeds ) 
146  Subsection 31(1) (paragraph (e) of the definition of 
proceeds ) 
147  Subsection 32(2) 
148  Paragraphs 41(g) and (i) 
149  Paragraph 42(b) 
150  Section 49 
Note: The heading to section 49 is alter ed by omitting “ entitlement ” and substituting 
“intermediated security ”. 
151  Subsection 51(1) 
152  Subsection 77(1) 
153  Paragraph 109(3)(b) 
Note: The heading to subsection 109(3) is altered by omitting “ investment entitlements ” and 
substituting “ intermediated securities ”. 
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104            Personal Property Securities (Corporations and Other Amendments) 
Act 2010         
Schedule 3— Amendment of other Acts 
   
Designs Act 2003 
1  Section 5 (definition of PPSA security interest ) 
Repeal the definition, substitute: 
PPSA security interest  (short for Personal Property Securities Act 
security interest) means a security interest within the meaning of 
the Personal Property Securities Act 2009  and to which that Act 
applies, other than a transitional security interest within the 
meaning of that Act. 
Note 1: The Personal Property Securities Act 2009  applies to certain security 
interests in personal property. See the following provisions of that 
Act: 
(a) section 8 (interests to which the Act does not apply); 
(b) section 12 (meaning of security interest ); 
(c) Chapter 9 (transitional provisions). 
Note 2: For the meaning of transitional security interest , see section 308 of 
the Personal Property Securities Act 2009 . 
Note: This amendment replaces the definition inserted by item 1 of Schedule 2 to the Personal 
Property Securities (Consequential Amendments) Act 2009 . 
Fisheries Management Act 1991  
2  Subsection 4(1) (definition of PPSA security interest ) 
Repeal the definition, substitute: 
PPSA security interest  (short for Personal Property Securities Act 
security interest) means a security interest within the meaning of 
the Personal Property Securities Act 2009  and to which that Act 
applies, other than a transitional security interest within the 
meaning of that Act. 
Note 1: The Personal Property Securities Act 2009  applies to certain security 
interests in personal property. See the following provisions of that 
Act: 
(a) section 8 (interests to which the Act does not apply); 
(b) section 12 (meaning of security interest ); 
(c) Chapter 9 (transitional provisions). 
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Personal Property Securities (Corporations and Other Amendments) Act 2010          
105 Note 2: For the meaning of transitional security interest , see section 308 of 
the Personal Property Securities Act 2009 . 
Note: This amendment replaces the definition inserted by item 1 of Schedule 1 to the Personal 
Property Securities (Consequential Amendments) Act 2009 . 
Mutual Assistance in Criminal Matters Act 1987  
3  At the end of section 35J 
Add: 
 (4) Subsection 73(2) of the Personal Property Securities Act 2009  
applies to the charge (to the extent, if any, to which that Act 
applies in relation to the property charged). 
Note 1: The effect of this subsection is that the priority between the charge 
and a security interest in the property to which the Personal Property 
Securities Act 2009  applies is to be determined in accordance with this 
Act rather than the Personal Property Securities Act 2009 . 
Note 2: Subsection 73(2) of the Personal Property Securities Act 2009  applies 
to charges created by this section after the commencement of 
subsection (4) (which is at the registration commencement time within 
the meaning of the Personal Property Securities Act 2009 ). 
4  Subsection 35L(4) (definition of registration authority ) 
Repeal the definition, substitute: 
registration authority , in relation to property of a particular kind, 
means: 
 (a) an authority responsible for administering a law of the 
Commonwealth, a State or a Territory providing for 
registration of title to, or charges over, property of that kind; 
or 
 (b) the Registrar of Personal Property Securities, if the Personal 
Property Securities Act 2009  provides for the registration of 
data in relation to that kind of personal property for the 
purposes of paragraph 148(c) of that Act. 
Note: The Personal Property Securities Act 2009  provides for the 
registration of such data if regulations are made for the purposes 
of paragraph 148(c) of that Act. 
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106            Personal Property Securities (Corporations and Other Amendments) 
Act 2010        Navigation Act 1912  
5  Subsection 6(1) (definition of PPSA security interest ) 
Repeal the definition, substitute: 
PPSA security interest  (short for Personal Property Securities Act 
security interest) means a security interest within the meaning of 
the Personal Property Securities Act 2009  and to which that Act 
applies, other than a transitional security interest within the 
meaning of that Act. 
Note 1: The Personal Property Securities Act 2009  applies to certain security 
interests in personal property. See the following provisions of that 
Act: 
(a) section 8 (interests to which the Act does not apply); 
(b) section 12 (meaning of security interest ); 
(c) Chapter 9 (transitional provisions). 
Note 2: For the meaning of transitional security interest , see section 308 of 
the Personal Property Securities Act 2009 . 
Note: This amendment replaces the definition inserted by item 6 of Schedule 3 to the Personal 
Property Securities (Consequential Amendments) Act 2009 . 
Offshore Petroleum and Greenhouse Gas Storage Act 2006  
6  Section 7 (definition of charge ) 
Repeal the definition. 
7  Section 7 (definition of debenture ) 
Repeal the definition. 
8  Subsections 489(5) and (6) 
Repeal the subsections. 
9  Paragraph 490(2)(c) 
Omit “instrument;”, substitute “instrument.”.  
10  Paragraph 490(2)(d) 
Repeal the paragraph. 
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107 11  Subsections 499(5) and (6) 
Repeal the subsections. 
12  Paragraph 500(2)(c) 
Omit “instrument;”, substitute “instrument.”.  
13  Paragraph 500(2)(d) 
Repeal the paragraph. 
14  Subsections 540(5) and 549(5) 
Repeal the subsections. 
15  Transitional —repeal of definition of debenture 
The amendment made by item 7 applies in relation to dealings taking 
place after the time that item commences. 
Note 1: Sections 468 and 520 of the Offshore Petroleum and Greenhouse Gas Storage Act 2006  
are about dealings in series of debentures. 
Note 2: Item 7 of this Schedule commences at the registration commencement time within the 
meaning of section 306 of the Personal Property Securities Act 2009  (as provided by 
section 2 of this Act). 
Patents Act 1990  
16  Schedule 1 (Dictionary) (definition of PPSA security 
interest ) 
Repeal the definition, substitute: 
PPSA security interest  (short for Personal Property Securities Act 
security interest) means a security interest within the meaning of 
the Personal Property Securities Act 2009  and to which that Act 
applies, other than a transitional security interest within the 
meaning of that Act. 
Note 1: The Personal Property Securities Act 2009  applies to certain security 
interests in personal property. See the following provisions of that 
Act: 
(a) section 8 (interests to which the Act does not apply); 
(b) section 12 (meaning of security interest ); 
(c) Chapter 9 (transitional provisions). 
Note 2: For the meaning of transitional security interest , see section 308 of 
the Personal Property Securities Act 2009 . 
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108            Personal Property Securities (Corporations and Other Amendments) 
Act 2010        Note: This amendment replaces the definition inserted by item 14 of Schedule 2 to the 
Personal Property Securities (Consequential Amendments) Act 2009 . 
Personal Property Securities (Consequential Amendments) 
Act 2009  
17  Item 17 of Schedule 1 
Repeal the item. 
Note: The repealed item is redundant because of the amendment in item 2  of this Schedule. 
Proceeds of Crime Act 2002  
18  At the end of section 142 
Add: 
 (4) Subsection 73(2) of the Personal Property Securities Act 2009  
applies to the charge (to the extent, if any, to which that Act 
applies in relation to the property charged). 
Note 1: The effect of this subsection is that the priority between the charge 
and a security interest in the property to which the Personal Property 
Securities Act 2009  applies is to be determined in accordance with this 
Act rather than the Personal Property Securities Act 2009 . 
Note 2: Subsection 73(2) of the Personal Property Securities Act 2009  applies 
to charges created by this section after the commencement of 
subsection (4) (which is at the registration commencement time within 
the meaning of the Personal Property Securities Act 2009 ). 
19  At the end of section 143 
Add: 
 (3) In this section: 
registration of a charge on a particular kind of personal property 
within the meaning of the Personal Property Securities Act 2009 
includes the registration of data in relation to that kind of property 
for the purposes of paragraph 148(c) of that Act. 
Note: The Personal Property Securities Act 2009  provides for the 
registration of such data only if regulations are made for the purposes 
of paragraph 148(c) of that Act. 
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109 20  At the end of section 169 
Add: 
 (4) Subsection 73(2) of the Personal Property Securities Act 2009  
applies to the charge (to the extent, if any, to which that Act 
applies in relation to the property charged). 
Note 1: The effect of this subsection is that the priority between the charge 
and a security interest in the property to which the Personal Property 
Securities Act 2009  applies is to be determined in accordance with this 
Act rather than the Personal Property Securities Act 2009 . 
Note 2: Subsection 73(2) of the Personal Property Securities Act 2009  applies 
to charges created by this section after the commencement of 
subsection (4) (which is at the registration commencement time within 
the meaning of the Personal Property Securities Act 2009 ). 
21  At the end of section 170 
Add: 
 (3) In this section: 
registration of a charge on a particular kind of personal property 
within the meaning of the Personal Property Securities Act 2009 
includes the registration of data in relation to that kind of property 
for the purposes of paragraph 148(c) of that Act. 
Note: The Personal Property Securities Act 2009  provides for the 
registration of such data only if regulations are made for the purposes 
of paragraph 148(c) of that Act. 
22  Section 302 
Before “If a charge”, insert “(1)”.  
23  At the end of section 302 
Add: 
 (2) Subsection 73(2) of the Personal Property Securities Act 2009  
applies to the commission’s charge (to the extent, if any , to which 
that Act applies in relation to the property charged). 
Note 1: The effect of this subsection is that the priority between the 
commission’s charge and a security interest in the property to which 
the Personal Property Securities Act 2009  applies is to be determined 
in accordance with this Act rather than the Personal Property 
Securities Act 2009 . 
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110            Personal Property Securities (Corporations and Other Amendments) 
Act 2010        Note 2: Subsection 73(2) of the Personal Property Securities Act 2009  applies 
to commission charges created by section 300 after the 
commencement of subsection (2) (which is at the registration 
commencement time within the meaning of the Personal Property 
Securities Act 2009 ). 
24  Section 302C  
Before “If a charge”, insert “(1)”.  
25  At the end of section 302C  
Add: 
 (2) Subsection 73(2) of the Personal Property Securities Act 2009  
applies to the Commonwealth’s charge (to the extent, if any, to 
which that Act applies in relation to the property charged). 
Note 1: The effect of this subsection is that the priority between the 
Commonwealth’s charge and a securit y interest in the property to 
which the Personal Property Securities Act 2009  applies is to be 
determined in accordance with this Act rather than the Personal 
Property Securities Act 2009 . 
Note 2: Subsection 73(2) of the Personal Property Securities Act 20 09 applies 
to Commonwealth charges created by section 302A after the 
commencement of subsection (2) (which is at the registration 
commencement time within the meaning of the Personal Property 
Securities Act 2009 ). 
26  After subsection 307(3) 
Insert: 
 (3A) Subsection 73(2) of the Personal Property Securities Act 2009  
applies to a charge created by subsection (1) (to the extent, if any, 
to which that Act applies in relation to the property charged). 
Note 1: The effect of this subsection is that the priority between the charge 
and a security interest in the property to which the Personal Property 
Securities Act 2009  applies is to be determined in accordance with this 
Act rather than the Personal Property Securities Act 2009 . 
Note 2: Subsection 73(2) of the Personal Property Securities Act 2009  applies 
to charges created by subsection (1) after the commencement of 
subsection (3A ) (which is at the registration commencement time 
within the meaning of the Personal Property Securities Act 2009 ). 
27  At the end of section  307 
Add: 
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Personal Property Securities (Corporations and Other Amendments) Act 2010          
111  (5) In this section: 
registration of a charge on a particular kind of personal property 
within the meaning of the Personal Property Securities Act 2009 
includes the registration of data in relation to that kind of property 
for the purposes of paragraph 148(c) of that Act. 
Note: The Personal Property Securities Act 2009  provides for the 
registration of such data if regulations are made for the purposes of 
paragraph 148(c) of that Act. 
28  Section 338 (definition of registration authority ) 
Repeal the definition, substitute: 
registration authority , in relation to property of a particular kind, 
means: 
 (a) an authority responsible for administering a law of the 
Commonwealth, a State or a Territory providing for 
registration of title to, or charges over, property of that kind; 
or 
 (b) the Registrar of Personal Property Securities, if the Personal 
Property Securities Act 2009  provides for the registration of 
data in relation to that kind of personal property for the 
purposes of paragraph 148(c) of that Act. 
Note: The Personal Property Securities Act 2009  provides for the 
registration of such data if regulations are made for the purposes 
of paragraph 148(c) of that Act. 
Torres Strait Fisheries Act 1984  
29  Subsection 3(1) (definition of PPSA security interest ) 
Repeal the definition, substitute: 
PPSA security interest  (short for Personal Property Securities Act 
security interest) means a security interest within the meaning of 
the Personal Property Securities Act 2009  and to which that Act 
applies, other than a transitional security interest within the 
meaning of that Act. 
Note 1: The Personal Property Securities Act 2009  applies to certain security 
interests in personal property. See the following provisions of that 
Act: 
(a) section 8 (interests to which the Act does not apply); 
(b) section 12 (meaning of security interest ); 
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112            Personal Property Securities (Corporations and Other Amendments) 
Act 2010        (c) Chapter 9 (transitional provisions). 
Note 2: For the meaning of transitional security interest , see section 308 of 
the Personal Property Securities Act 2009 . 
Note: This amendment replaces the definition inserted by item 19 of Schedule 1 to the 
Personal Property Securities (Consequential Amendments) Act 2009 . 
Trade Marks Act 1995 
30  Section 6 (definition of PPSA security interest ) 
Repeal the definition, substitute: 
PPSA security interest  (short for Personal Property Securities Act 
security interest) means a security interest within the meaning of 
the Personal Property Securities Act 2009  and to which that Act 
applies, other than a transitional security interest within the 
meaning of that Act. 
Note 1: The Personal Property Securities Act 2009  applies to certain security 
interests in personal property. See the following provisions of that 
Act: 
(a) section 8 (interests to which the Act does not apply); 
(b) section 12 (meaning of security interest ); 
(c) Chapter 9 (transitional provisions). 
Note 2: For the meaning of transitional security interest , see section 308 of 
the Personal Property Securities Act 2009 . 
Note: This amendment replaces the definition inserted by item 18 of Schedule 2 to the 
Personal Property Securities (Consequential Amendments) Act 2009 . 
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Notes to t he  Personal Property Securities (Corporations and Other 
Amendments) Act 2010  
 
 
Table of Acts 
 
Personal Property Securities (Corporations and Other Amendments) Act 2010                    
113 Notes to the Personal Property Securities 
(Corporations and Other Amendments) Act 2 010 
Note 1 
The Personal Property Securities (Corporations and Other Amendments) Act 
2010 as shown in this compilation comprises Act No. 96 , 2010 amended as 
indicated in the Tables below. 
Table of Acts 
Act Number  
and year  Date  
of Assent  Date of 
commencement  Application, 
saving or 
transitional 
provisions  
Personal Proper ty Securities 
(Corporations and Other 
Amendments) Act 2010  96, 2010  6 July 2010  See s. 2(1)  
Personal Property Securities 
Amendment (Registration 
Commencement) Act 
2011  138, 2011  29 Nov 2011  Schedule  1 
(item  7): Royal 
Assent  — 
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Notes to the   Personal Property Securities (Corporations and Other 
Amendments) Act 2010  
 
 
Table of Amendments 
 
 
Personal Property Securities (Corporations and Other Amendments) Act 2010                    
115 Table of Amendments 
ad. = added or inserted     am. = amended     rep. = repealed     rs. = repealed and substituted  
Provision affected  How affected  
Note 2 to s. 2(1)  .......................   am. No.  138, 2011  
 
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