1 (1) In this Act, “accessions” means goods that are installed in or affixed to other goods; (“accessoires”) “account” means a monetary obligation not evidenced by chattel paper or an instrument, whether or not it has been earned by performance, but does not include investment property; (“compte”) “broker” means a broker as defined in the Securities Transfer Act, 2006; (“courtier”) “certificated security” means a certificated security as defined in the Securities Transfer Act, 2006; (“valeur mobilière avec certificat”) “chattel paper” means one or more than one record that evidences both a monetary obligation and a security interest in or a lease of specific goods; (“acte mobilier”) “clearing house” means an organization through which trades in options or standardized futures are cleared and settled; (“chambre de compensation”) “clearing house option” means an option, other than an option on futures, issued by a clearing house to its participants; (“option de chambre de compensation”) “collateral” means personal property that is subject to a security interest; (“bien grevé”) “consumer goods” means goods that are used or acquired for use primarily for personal, family or household purposes; (“biens de consommation”) “debtor” means, (a)  a person who, (i)  owes payment or other performance of the obligation secured, and (ii)  owns or has rights in the collateral, including a transferee of or successor to a debtor’s interest in collateral, (b)  if the person who owes payment or other performance of the obligation secured and the person who owns or has rights in the collateral are not the same person, (i)  in a provision dealing with the obligation secured, the person who owes payment or other performance of the obligation secured, (ii)  in a provision dealing with collateral, the person who owns or has rights in the collateral, including a transferee of or successor to a debtor’s interest in collateral, or (iii)  if the context permits, both the person who owes payment or other performance of the obligation secured and the person who owns or has rights in the collateral, including a transferee of or successor to a debtor’s interest in collateral, (c)  a lessee of goods under a lease for a term of more than one year, or (d)  a transferor of an account or chattel paper; (“débiteur”) “default” means the failure to pay or otherwise perform the obligation secured when due or the occurrence of any event whereupon under the terms of the security agreement the security becomes enforceable; (“défaut”) “document of title” means any writing that purports to be issued by or addressed to a bailee and purports to cover such goods in the bailee’s possession as are identified or fungible portions of an identified mass, and that in the ordinary course of business is treated as establishing that the person in possession of it is entitled to receive, hold and dispose of the document and the goods it covers; (“titre”) “electronic chattel paper” means chattel paper created, recorded, transmitted or stored in digital form or other intangible form by electronic, magnetic or optical means; (“acte mobilier électronique”) “entitlement holder” means an entitlement holder as defined in the Securities Transfer Act, 2006; (“titulaire du droit”) “entitlement order” means an entitlement order as defined in the Securities Transfer Act, 2006; (“ordre relatif à un droit”) “equipment” means goods that are not inventory or consumer goods; (“matériel”) “financial asset” means a financial asset as defined in the
Securities Transfer Act, 2006; (“actif financier”) “financing change statement” means the information required for a financing change statement presented in a required format; (“état de modification du financement”) “financing statement” means the information required for a financing statement presented in a required format; (“état de financement”) “future advance” means the advance of money, credit or other value secured by a security agreement whether or not such advance is given pursuant to commitment; (“avance future”) “futures account” means an account maintained by a futures intermediary in which a futures contract is carried for a futures customer; (“compte de contrats à terme”) “futures contract” means a standardized future or an option on futures, other than a clearing house option, that is, (a)  traded on or subject to the rules of a futures exchange recognized or otherwise regulated by the Ontario Securities Commission or by a securities regulatory authority of another province or territory of Canada, or (b)  traded on a foreign futures exchange and carried on the books of a futures intermediary for a futures customer; (“contrat à terme”) “futures customer” means a person for which a futures intermediary carries a futures contract on its books; (“client de contrats à terme”, “client”) “futures exchange” means an association or organization operated to provide the facilities necessary for the trading of standardized futures or options on futures; (“Bourse de contrats à terme”) “futures intermediary” means a person that, (a)  is registered as a dealer permitted to trade in futures contracts, whether as principal or agent, under the securities laws or commodity futures laws of a province or territory of Canada, or (b)  is a clearing house recognized or otherwise regulated by the Ontario Securities Commission or by a securities regulatory authority of another province or territory of Canada; (“intermédiaire en contrats à terme”) “goods” means tangible personal property other than chattel paper, documents of title, instruments, money and investment property, and includes fixtures, growing crops, the unborn young of animals, timber to be cut, and minerals and hydrocarbons to be extracted; (“objets”) “instrument” means, (a)  a bill, note or cheque within the meaning of the Bills of Exchange Act (Canada) or any other writing that evidences a right to the payment of money and is of a type that in the ordinary course of business is transferred by delivery with any necessary endorsement or assignment, or (b)  a letter of credit and an advice of credit if the letter or advice states that it must be surrendered upon claiming payment thereunder, but does not include a writing that constitutes part of chattel paper, a document of title or investment property; (“effet”) “intangible” means all personal property, including choses in action, that is not goods, chattel paper, documents of title, instruments, money or investment property; (“bien immatériel”) “inventory” means goods that are held by a person for sale or lease or that have been leased or that are to be furnished or have been furnished under a contract of service, or that are raw materials, work in process or materials used or consumed in a business or profession; (“stock”) “investment property” means a security, whether certificated or uncertificated, security entitlement, securities account, futures contract or futures account; (“bien de placement”) “lease for a term of more than one year” includes, (a)  a lease for an indefinite term, even if the lease is determinable by one of the parties or by agreement of two or more of the parties within one year from the date of its execution, (b)  a lease for a term of one year or less if the lessee, with the consent of the lessor, retains uninterrupted or substantially uninterrupted possession of the leased goods for a continuous period of more than one year, but a lease described in this clause is not a lease for a term of more than one year during the period before the day the lessee’s possession of the leased goods exceeds one year, (c)  a lease for a term of one year or less if, (i)  the lease provides that it is renewable for one or more terms at the option of one of the parties or by agreement of all of the parties, and (ii)  it is possible for the total of the original term and the renewed terms to exceed one year, but does not include, (d)  a lease by a lessor who is not regularly engaged in the business of leasing goods, or (e)  a lease of household furnishings or appliances as part of a lease of land, if the use and enjoyment of the household furnishings or appliances is incidental to the use and enjoyment of the land; (“bail de plus d’un an”) “money” means a medium of exchange authorized or adopted by the Parliament of Canada as part of the currency of Canada or by a foreign government as part of its currency; (“argent”) “obligation secured”, for the purposes of determining the amount payable under a lease, means the amount contracted to be paid as rent under the lease and all other amounts that have or may become payable under the lease, including the amount, if any, required to be paid by the lessee to obtain full ownership of the collateral, as of the relevant date, less any amounts paid; (“obligation garantie”) “option” means an agreement that provides the holder with the right, but not the obligation, to do one or more of the following on terms or at a price established by or determinable by reference to the agreement at or by a time established by the agreement: 1.  Receive an amount of cash determinable by reference to a specified quantity of the underlying interest of the option. 2.  Purchase a specified quantity of the underlying interest of the option. 3.  Sell a specified quantity of the underlying interest of the option; (“option”) “option on futures” means an option the underlying interest of which is a standardized future; (“option sur contrats à terme”) “personal property” means chattel paper, documents of title, goods, instruments, intangibles, money and investment property, and includes fixtures but does not include building materials that have been affixed to real property; (“bien meuble”) “prescribed” means prescribed by the regulations; (“prescrit”) “proceeds” means identifiable or traceable personal property in any form derived directly or indirectly from any dealing with collateral or the proceeds therefrom, and includes, (a)  any payment representing indemnity or compensation for loss of or damage to the collateral or proceeds therefrom, (b)  any payment made in total or partial discharge or redemption of an intangible, chattel paper, an instrument or investment property, and (c)  rights arising out of, or property collected on, or distributed on account of, collateral that is investment property; (“produit”) “purchase” includes taking by sale, lease, negotiation, mortgage, pledge, lien, gift or any other consensual transaction creating an interest in personal property; (“acquisition”) “purchase-money security interest” means, (a)  a security interest taken or reserved in collateral, other than investment property, to secure payment of all or part of its price, (b)  a security interest taken in collateral, other than investment property, by a person who gives value for the purpose of enabling the debtor to acquire rights in or to the collateral, to the extent that the value is applied to acquire the rights, or (c)  the interest of a lessor of goods under a lease for a term of more than one year, but does not include a transaction of sale by and lease back to the seller; (“sûreté en garantie du prix d’acquisition”) “purchaser” means a person who takes by purchase; (“acquéreur”) “registrar” means the registrar of personal property security; (“registrateur”) “regulations” means the regulations made under this Act; (“règlements”) “secured party” means a person who holds a security interest for the person’s own benefit or for the benefit of any other person and includes a trustee where the holders of obligations issued, guaranteed or provided for under a security agreement are represented by a trustee as the holder of the security interest and for the purposes of sections 17, 59 to 64, 66 and 67 includes a receiver or receiver and manager; (“créancier garanti”) “securities account” means a securities account as defined in the Securities Transfer Act, 2006; (“compte de titres”) “securities intermediary” means a securities intermediary as defined in the Securities Transfer Act, 2006; (“intermédiaire en valeurs mobilières”) “security” means a security as defined in the Securities Transfer Act, 2006; (“valeur mobilière”) “security agreement” means an agreement that creates or provides for a security interest and includes a document evidencing a security interest; (“contrat de sûreté”) “security certificate” means a security certificate as defined in the Securities Transfer Act, 2006; (“certificat de valeur mobilière”) “security entitlement” means a security entitlement as defined in the Securities Transfer Act, 2006; (“droit intermédié”) “security interest” means an interest in personal property that secures payment or performance of an obligation, and includes, whether or not the interest secures payment or performance of an obligation, (a)  the interest of a transferee of an account or chattel paper, and (b)  the interest of a lessor of goods under a lease for a term of more than one year; (“sûreté”) “standardized future” means an agreement traded on a futures exchange pursuant to standardized conditions contained in the by-laws, rules or regulations of the futures exchange, and cleared and settled by a clearing house, to do one or more of the following at a price established by or determinable by reference to the agreement and at or by a time established by or determinable by reference to the agreement: 1.  Make or take delivery of the underlying interest of the agreement. 2.  Settle the obligation in cash instead of delivery of the underlying interest; (“contrat à terme normalisé”) “tangible chattel paper” means chattel paper evidenced by a record or records consisting of information inscribed on a tangible medium; (“acte mobilier matériel”) “trust indenture” means any security agreement by the terms of which a body corporate, with or without share capital and wherever or however incorporated, (a)  issues or guarantees debt obligations or provides for the issue or guarantee of debt obligations, and (b)  appoints a person as trustee for the holders of the debt obligations so issued, guaranteed or provided for; (“acte de fiducie”) “uncertificated security” means an uncertificated security as defined in the Securities Transfer Act, 2006; (“valeur mobilière sans certificat”) “value” means any consideration sufficient to support a simple contract and includes an antecedent debt or liability. (“contrepartie”)  R.S.O. 1990, c. P.10, s. 1 (1); 1991, c. 44, s. 7 (1); 1998, c. 18, Sched. E, s. 193; 2006, c. 8, s. 123 (1-8); 2006, c. 34, Sched. E, s. 1; 2010, c. 16, Sched. 5, s. 4 (1); 2019, c. 7, Sched. 49, s. 1 (1, 2). (1.1) Repealed:  1996, c. 5, s. 1 (2). Determination of control (2) For the purposes of this Act, (a)  a secured party has control of a certificated security if the secured party has control in the manner provided under section 23 of the Securities Transfer Act, 2006; (b)  a secured party has control of an uncertificated security if the secured party has control in the manner provided under section 24 of the Securities Transfer Act, 2006; (c)  a secured party has control of a security entitlement if the secured party has control in the manner provided under section 25 or 26 of the Securities Transfer Act, 2006; (d)  a secured party has control of a futures contract if, (i)  the secured party is the futures intermediary with which the futures contract is carried, or (ii)  the futures customer, secured party and futures intermediary have agreed that the futures intermediary will apply any value distributed on account of the futures contract as directed by the secured party without further consent by the futures customer; and (e)  a secured party having control of all security entitlements or futures contracts carried in a securities account or futures account has control over the securities account or futures account.  2006, c. 8, s. 123 (9). Same, electronic chattel paper (3) For the purposes of this Act, a secured party has control of electronic chattel paper if the record comprising the chattel paper is created, stored and transferred in a manner so that, (a)  a single authoritative record of the electronic chattel paper exists that is unique, identifiable and, except as otherwise provided in clauses (d), (e), and (f), unalterable; (b)  the authoritative record identifies the secured party as the transferee of the record; (c)  the authoritative record is communicated to and securely maintained by the secured party or the party’s designated custodian; (d)  copies of or amendments to the authoritative record that add or change an identified transferee of the authoritative record can be made only with the consent of the secured party; (e)  each copy of the authoritative record and any copy of a copy is readily identifiable as a copy that is not the authoritative record; and (f)  any amendment of the authoritative record is readily identifiable as to whether it is authorized or unauthorized. 2019, c. 7, Sched. 49, s. 1 (3). Same, not possession (4) Despite subsection 8 (1) of the Electronic Commerce Act, 2000, control of an electronic document, other than electronic chattel paper, does not constitute possession or control of the original document for the purposes of this Act. 2019, c. 7, Sched. 49, s. 1 (3). Section Amendments with date in force (d/m/y) 1991, c. 44, s. 7 (1) - 01/03/1992; 1996, c. 5, s. 1 (2) - 27/04/1996; 1998, c. 18, Sched. E, s. 193 - 18/12/1998 2006, c. 8, s. 123 (1-9)
- 01/01/2007; 2006, c. 34, Sched. E, s. 1 (1-5) - 01/08/2007 2010, c. 16, Sched. 5, s. 4 (1) - 01/01/2007 2012, c. 8, Sched. 45, s. 1 - See: Table of Public Statute Provisions Repealed Under Section 10.1 of the Legislation Act, 2006 - 31/12/2022 2019, c. 7, Sched. 49, s. 1 (1-3) - 15/05/2020 PART I   APPLICATION AND CONFLICT OF LAWS