jswizzle3737/ontario_laws_and_regs huggingface dataset:
2 Subject to subsection 4 (1), this Act applies to, (a)  every transaction without regard to its form and without regard to the person who has title to the collateral that in substance creates a security interest including, without limiting the foregoing, (i)  a chattel mortgage, conditional sale, equipment trust, debenture, floating charge, pledge, trust indenture or trust receipt, and (ii)  an assignment, lease or consignment that secures payment or performance of an obligation; (b)  a transfer of an account or chattel paper even though the transfer may not secure payment or performance of an obligation; and (c)  a lease of goods under a lease for a term of more than one year even though the lease may not secure payment or performance of an obligation.  R.S.O. 1990, c. P.10, s. 2; 2006, c. 34, Sched. E, s. 2. Section Amendments with date in force (d/m/y) 2006, c. 34, Sched. E, s. 2 - 01/08/2007
3 This Act applies to the Crown and every agency of the Crown.  R.S.O. 1990, c. P.10, s. 3.
4 (1) Except as otherwise provided under this Act, this Act does not apply, (a)  to a lien given by statute or rule of law, except as provided in subclause 20 (1) (a) (i) or section 31; (b)  to a deemed trust arising under any Act, except as provided in subsection 30 (7); (c)  to a transfer of an interest or claim in or under any policy of insurance or contract of annuity, other than a contract of annuity held by a securities intermediary for another person in a securities account; (d)  to a transaction under the
Pawnbrokers Act; Note: On a day to be named by proclamation of the Lieutenant Governor, clause 4 (1) (d) of the Act is repealed and the following substituted: (See: 2019, c. 4, Sched. 2, s. 2) (d)  to a transaction between a pledgor and a person who carries on the business of taking, by way of pawn or pledge, any article for the repayment of money lent on the basis of the pawn or pledge; (e)  to the creation or assignment of an interest in real property, including a mortgage, charge or lease of real property, other than, (i)  an interest in a fixture, or (ii)  an assignment of a right to payment under a mortgage, charge or lease where the assignment does not convey or transfer the assignor’s interest in the real property; (f)  to an assignment for the general benefit of creditors to which the Assignments and Preferences Act applies; (g)  to a sale of accounts or chattel paper as part of a sale of the business out of which they arose unless the vendor remains in apparent control of the business after the sale; (h)  to an assignment of accounts made solely to facilitate the collection of accounts for the assignor; or (i)  to an assignment of an unearned right to payment to an assignee who is to perform the assignor’s obligations under the contract.  R.S.O. 1990, c. P.10, s. 4 (1); 2006, c. 8, s. 124; 2017, c. 2, Sched. 3, 8 (1). Rights under Sale of Goods Act (2) The rights of buyers and sellers under subsection 20 (2) and sections 39, 40, 41 and 43 of the Sale of Goods Act are not affected by this Act.  R.S.O. 1990, c. P.10, s. 4 (2). Section Amendments with date in force (d/m/y) 2006, c. 8, s. 124 (1, 2) - 01/01/2007 2017, c. 2, Sched. 3, 8 (1) - 22/03/2017 2019, c. 4, Sched. 2, s. 2 - not in force
5 (1) Except as otherwise provided in this Act, the validity, perfection and effect of perfection or non-perfection of the following security interests shall be governed by the law of the jurisdiction where the collateral is situated at the time the security interest attaches: 1.  A security interest in goods. 2.  A possessory security interest in an instrument, a negotiable document of title, money or tangible chattel paper. 2019, c. 7, Sched. 49, s. 2. Perfection of security interest continued (2) A security interest in goods perfected under the law of the jurisdiction in which the goods are situated at the time the security interest attaches but before the goods are brought into Ontario continues perfected in Ontario if a financing statement is registered in Ontario before the goods are brought in or if it is perfected in Ontario, (a)  within sixty days after the goods are brought in; (b)  within fifteen days after the day the secured party receives notice that the goods have been brought in; or (c)  before the date that perfection ceases under the law of the jurisdiction in which the goods were situated at the time the security interest attached, whichever is earliest, but the security interest is subordinate to the interest of a buyer or lessee of those goods who acquires the goods from the debtor as consumer goods in good faith and without knowledge of the security interest and before the security interest is perfected in Ontario.  R.S.O. 1990, c. P.10, s. 5 (2). Perfection otherwise (3) Subsection (2) does not apply so as to prevent the perfection of a security interest after the expiry of the time limit set out in that subsection.  R.S.O. 1990, c. P.10, s. 5 (3). Perfection in Ontario (4) Where a security interest mentioned in subsection (1) is not perfected under the law of the jurisdiction in which the collateral was situated at the time the security interest attached and before being brought into Ontario, the security interest may be perfected under this Act.  R.S.O. 1990, c. P.10, s. 5 (4). Revendication (5) Where goods brought into Ontario are subject to an unpaid seller’s right to revendicate or to resume possession of the goods under the law of the Province of Quebec or any other jurisdiction, the right becomes unenforceable in Ontario twenty days after the goods are brought into Ontario unless the seller registers a financing statement or repossesses the goods within that twenty-day period.  R.S.O. 1990, c. P.10, s. 5 (5). Section Amendments with date in force (d/m/y) 2006, c. 8, s. 125
- 01/01/2007 2019, c. 7, Sched. 49, s. 2 - 15/05/2020
6 (1) Subject to section 7, if the parties to a security agreement creating a security interest in goods in one jurisdiction understand at the time the security interest attaches that the goods will be kept in another jurisdiction, and the goods are removed to that other jurisdiction, for purposes other than transportation through the other jurisdiction, within thirty days after the security interest attached, the validity, perfection and effect of perfection or non-perfection of the security interest shall be governed by the law of the other jurisdiction. Perfection in province (2) If the other jurisdiction mentioned in subsection (1) is not Ontario, and the goods are later brought into Ontario, the security interest in the goods is deemed to be one to which subsection 5 (2) applies if it was perfected under the law of the jurisdiction to which the goods were removed.  R.S.O. 1990, c. P.10, s. 6.
8 (1) Despite sections 5 to 7.3, (a)  procedural issues involved in the enforcement of the rights of a secured party against collateral are governed by the law of the jurisdiction in which the enforcement rights are exercised; and (b)  substantive issues involved in the enforcement of the rights of a secured party against collateral are governed by the proper law of the contract between the secured party and the debtor.  2006, c. 8, s. 127; 2006, c. 34, Sched. E, s. 7. Deemed perfection (2) For the purposes of this Part, a security interest shall be deemed to be perfected under the law of a jurisdiction if the secured party has complied with the law of the jurisdiction with respect to the creation and continuance of a security interest that is enforceable against the debtor and third parties.  R.S.O. 1990, c. P.10, s. 8 (2). Section Amendments with date in force (d/m/y) 2006, c. 8, s. 127
- 01/01/2007; 2006, c. 34, Sched. E, s. 7 - 01/08/2007
8.1 For the purposes of sections 5 to 8, a reference to the law of a jurisdiction is a reference to the internal law of that jurisdiction, excluding its conflict of law rules.  2006, c. 8, s. 128. Section Amendments with date in force (d/m/y) 2006, c. 8, s. 128
- 01/01/2007 PART II   VALIDITY OF SECURITY AGREEMENTS AND RIGHTS OF PARTIES
9 (1) Except as otherwise provided by this or any other Act, a security agreement is effective according to its terms between the parties to it and against third parties.  R.S.O. 1990, c. P.10, s. 9 (1). (2), (3) Repealed:  2006, c. 34, Sched. E, s. 8. Section Amendments with date in force (d/m/y) 2006, c. 34, Sched. E, s. 8 - 01/08/2007
10 Where a security agreement is in writing, the secured party shall deliver a copy of the security agreement to the debtor within ten days after the execution thereof, and, if the secured party fails to do so after a request by the debtor, the Superior Court of Justice, on the application of the debtor, may order the delivery of such a copy to the debtor.  R.S.O. 1990, c. P.10, s. 10; 2000, c. 26, Sched. B, s. 16 (1). Section Amendments with date in force (d/m/y) 2000, c. 26, Sched. B, s. 16 (1) - 06/12/2000
11 (1) A security interest is not enforceable against a third party unless it has attached.  2006, c. 8, s. 129. When security interest attaches to collateral (2) Subject to section 11.1, a security interest, including a security interest in the nature of a floating charge, attaches to collateral only when value is given, the debtor has rights in the collateral or the power to transfer rights in the collateral to a secured party and, (a)  the debtor has signed a security agreement that contains, (i)  a description of the collateral sufficient to enable it to be identified, or (ii)  a description of collateral that is a security entitlement, securities account or futures account, if it describes the collateral by any of those terms or as investment property or if it describes the underlying financial asset or futures contract; (b)  the collateral is not a certificated security and is in the possession of the secured party or a person on behalf of the secured party other than the debtor or the debtor’s agent pursuant to the debtor’s security agreement; (c)  the collateral is a certificated security in registered form and the security certificate has been delivered to the secured party under section 68 of the Securities Transfer Act, 2006 pursuant to the debtor’s security agreement; (d)  the collateral is investment property and the secured party has control of it under subsection 1 (2) pursuant to the debtor’s security agreement; or (e)  the collateral is electronic chattel paper and the secured party has control of it under subsection 1 (3).  2006, c. 8, s. 129; 2019, c. 7, Sched. 49, s. 4. Same (3) If the parties have agreed to postpone the time for attachment, the security interest attaches at the agreed time instead of at the time determined under subsection (2).  2006, c. 8, s. 129. Attachment in securities account (4) The attachment of a security interest in a securities account is also attachment of a security interest in the security entitlements carried in the securities account.  2006, c. 8, s. 129. Attachment in futures account (5) The attachment of a security interest in a futures account is also attachment of a security interest in the futures contracts carried in the futures account.  2006, c. 8, s. 129. Section Amendments with date in force (d/m/y) 2006, c. 8, s. 129
- 01/01/2007 2019, c. 7, Sched. 49, s. 4 (1-3) - 15/05/2020
11.1 (1) A security interest in favour of a securities intermediary attaches to a person’s security entitlement if, (a)  the person buys a financial asset through the securities intermediary in a transaction in which the person is obligated to pay the purchase price to the securities intermediary at the time of the purchase; and (b)  the securities intermediary credits the financial asset to the buyer’s securities account before the buyer pays the securities intermediary.  2006, c. 8, s. 129. Attachment of security interest to security or other financial asset (2) A security interest in favour of a person that delivers a certificated security or other financial asset represented by a writing attaches to the security or other financial asset if, (a)  the security or other financial asset is, (i)  in the ordinary course of business transferred by delivery with any necessary endorsement or assignment, and (ii)  delivered under an agreement between persons in the business of dealing with such securities or financial assets; and (b)  the agreement calls for delivery against payment.  2006, c. 8, s. 129. Agreement (3) If the parties have agreed to postpone the time for attachment, the security interest attaches at the agreed time instead of at the time determined under subsection (1) or (2).  2006, c. 8, s. 129. Obligation to pay for financial asset secured (4) The security interest described in subsection (1) secures the person’s obligation to pay for the financial asset.  2006, c. 8, s. 129. Obligation to pay for delivery secured (5) The security interest described in subsection (2) secures the obligation to make payment for the delivery.  2006, c. 8, s. 129. Section Amendments with date in force (d/m/y) 2006, c. 8, s. 129
- 01/01/2007
12 (1) A security agreement may cover after-acquired property. Exception (2) No security interest attaches under an after-acquired property clause in a security agreement, (a)  to crops that become such more than one year after the security agreement has been executed, except that a security interest in crops that is given in conjunction with a lease, purchase or mortgage of land may, if so agreed, attach to crops to be grown on the land concerned during the term of such lease, purchase or mortgage; or (b)  to consumer goods, other than accessions, unless the debtor acquires rights in them within ten days after the secured party gives value.  R.S.O. 1990, c. P.10, s. 12.
13 A security agreement may secure future advances.  R.S.O. 1990, c. P.10, s. 13.
14 (1) An agreement by a debtor not to assert against an assignee any claim or defence that the debtor has against the debtor’s seller or lessor is enforceable by the assignee who takes the assignment for value, in good faith and without notice, except as to such defences as may be asserted against a holder in due course of a negotiable instrument under the Bills of Exchange Act
(Canada).  R.S.O. 1990, c. P.10, s. 14 (1). Non-application (2) Subsection (1) does not apply to an assignment to which section 83 of the Consumer Protection Act, 2002
applies.  2002, c. 30, Sched. E, s. 14 (1). Note: On a day to be named by proclamation of the Lieutenant Governor, subsection 14 (2) of the Act is amended by striking out “section 83 of the Consumer Protection Act, 2002” and substituting “section 46 of the Consumer Protection Act, 2023”. (See: 2023, c. 23, Sched. 1, s. 116 (1)) Section Amendments with date in force (d/m/y) 2002, c. 30, Sched. E, s. 14 (1) - 30/07/2005 2023, c. 23, Sched. 1, s. 116 (1) - not in force
15 Where a seller retains a purchase-money security interest in goods, (a)  the law relating to the contract of sale governs the sale and any disclaimer, limitation or modification of the seller's conditions and warranties; and (b)  except as provided in section 14, the conditions and warranties in a sale agreement shall not be affected by any security agreement.  R.S.O. 1990, c. P.10, s. 15; 2000, c. 26, Sched. B, s. 16 (2). Section Amendments with date in force (d/m/y) 2000, c. 26, Sched. B, s. 16 (2) - 06/12/2000
16 Where a security agreement provides that the secured party may accelerate payment or performance if the secured party considers that the collateral is in jeopardy or that the secured party is insecure, the agreement shall be construed to mean that the secured party may accelerate payment or performance only if the secured party in good faith believes and has commercially reasonable grounds to believe that the prospect of payment or performance is or is about to be impaired or that the collateral is or is about to be placed in jeopardy.  R.S.O. 1990, c. P.10, s. 16.
17 (1) A secured party shall use reasonable care in the custody and preservation of collateral in the secured party’s possession, and, unless otherwise agreed, in the case of an instrument or chattel paper, reasonable care includes taking necessary steps to preserve rights against prior parties.  R.S.O. 1990, c. P.10, s. 17 (1). Idem, rights and duties of secured party (2) Unless otherwise agreed, where collateral is in the secured party’s possession, (a)  reasonable expenses, including the cost of insurance and payment of taxes and other charges incurred in obtaining and maintaining possession of the collateral and in its preservation, are chargeable to the debtor and are secured by the collateral; (b)  the risk of loss or damage, except where caused by the negligence of the secured party, is on the debtor to the extent of any deficiency in any insurance coverage; (c)  the secured party may hold as additional security any increase or profits, except money, received from the collateral, and money so received, unless remitted to the debtor, shall be applied forthwith upon its receipt in reduction of the obligation secured; (d)  the secured party shall keep the collateral identifiable, but fungible collateral may be commingled; and (e)  the secured party may create a security interest in the collateral upon terms that do not impair the debtor’s right to redeem it.  R.S.O. 1990, c. P.10, s. 17 (2). Liability for loss (3) A secured party is liable for any loss or damage caused by the secured party’s failure to meet any obligations imposed by subsection (1) or (2), but does not lose the security interest in the collateral.  R.S.O. 1990, c. P.10, s. 17 (3). Use of collateral (4) A secured party may use the collateral, (a)  in the manner and to the extent provided in the security agreement; (b)  for the purpose of preserving the collateral or its value; or (c)  pursuant to an order of, (i)  the court before which a question relating thereto is being heard, or (ii)  the Superior Court of Justice upon application by the secured party.  R.S.O. 1990, c. P.10, s. 17 (4); 2000, c. 26, Sched. B, s. 16 (1). Idem (5) A secured party, (a)  is liable for any loss or damage caused by the secured party’s use of the collateral otherwise than as authorized by subsection (4); and (b)  is subject to being ordered or restrained as provided in subsection 67 (1).  R.S.O. 1990, c. P.10, s. 17 (5). Section Amendments with date in force (d/m/y) 2000, c. 26, Sched. B, s. 16 (1) - 06/12/2000
17.1 (1) Unless otherwise agreed by the parties and despite section 17, a secured party having control under subsection 1 (2) of investment property as collateral, (a)  may hold as additional security any proceeds received from the collateral; (b)  shall either apply money or funds received from the collateral to reduce the secured obligation or remit such money or funds to the debtor; and (c)  may create a security interest in the collateral.  2006, c. 8, s. 130. Same (2) Despite subsection (1) and section 17, a secured party having control under subsection 1 (2) of investment property as collateral may sell, transfer, use or otherwise deal with the collateral in the manner and to the extent provided in the security agreement.  2006, c. 8, s. 130. Section Amendments with date in force (d/m/y) 2006, c. 8, s. 130
- 01/01/2007
19 A security interest is perfected when, (a)  it has attached; and (b)  all steps required for perfection under any provision of this Act have been completed, regardless of the order of occurrence.  R.S.O. 1990, c. P.10, s. 19. Perfection of security interest
19.1 (1) Perfection of a security interest in a securities account also perfects a security interest in the security entitlements carried in the securities account.  2006, c. 8, s. 131. Futures account (2) Perfection of a security interest in a futures account also perfects a security interest in the futures contracts carried in the futures account.  2006, c. 8, s. 131. Section Amendments with date in force (d/m/y) 2006, c. 8, s. 131
- 01/01/2007
19.2 (1) A security interest arising in the delivery of a financial asset under subsection 11.1 (2) is perfected when it attaches.  2006, c. 8, s. 131. Same (2) A security interest in investment property created by a broker or securities intermediary is perfected when it attaches.  2006, c. 8, s. 131. Same (3) A security interest in a futures contract or a futures account created by a futures intermediary is perfected when it attaches.  2006, c. 8, s. 131. Section Amendments with date in force (d/m/y) 2006, c. 8, s. 131
- 01/01/2007
20 (1) Except as provided in subsection (3), until perfected, a security interest, (a)  in collateral is subordinate to the interest of, (i)  a person who has a perfected security interest in the same collateral or who has a lien given under any other Act or by a rule of law or who has a priority under any other Act, or (ii)  a person who causes the collateral to be seized through execution, attachment, garnishment, charging order, equitable execution or other legal process, or (iii)  all persons entitled by the Creditors’ Relief Act, 2010 or otherwise to participate in the distribution of the property over which a person described in subclause (ii) has caused seizure of the collateral, or the proceeds of such property; (b)  in collateral is not effective against a person who represents the creditors of the debtor, including an assignee for the benefit of creditors and a trustee in bankruptcy; (c)  in chattel paper, documents of title, instruments or goods is not effective against a transferee thereof who takes under a transaction that does not secure payment or performance of an obligation and who gives value and receives delivery thereof without knowledge of the security interest; (d)  in intangibles other than accounts is not effective against a transferee thereof who takes under a transaction that does not secure payment or performance of an obligation and who gives value without knowledge of the security interest.  R.S.O. 1990, c. P.10, s. 20 (1); 2006, c. 8, s. 132; 2010, c. 16, Sched. 4, s. 28. Idem (2) The rights of a person, (a)  who has a statutory lien referred to in subclause (1) (a) (i) arise, (i)  in the case of the bankruptcy of the debtor, at the effective date of the bankruptcy, or (ii)  in any other case, when the lienholder has taken possession or otherwise done everything necessary to make the lien enforceable in accordance with the provisions of the Act creating the lien; (b)  under clause (1) (b) in respect of the collateral are to be determined as of the date from which the person’s representative status takes effect.  R.S.O. 1990, c. P.10, s. 20 (2). Purchase-money security interest (3) A purchase-money security interest that is perfected by registration, (a)  in collateral, other than an intangible, before or within 15 days after, (i)  the debtor obtains possession of the collateral, or (ii)  a third party, at the request of the debtor, obtains possession of the collateral, whichever is earlier; or (b)  in an intangible before or within 15 days after the attachment of the security interest in the intangible, has priority over an interest set out in subclause (1) (a) (ii) and is effective against a person described in clause (1) (b).  R.S.O. 1990, c. P.10, s. 20 (3); 2010, c. 16, Sched. 5, s. 4 (2); 2017, c. 2, Sched. 3, 8 (2). Section Amendments with date in force (d/m/y) 2006, c. 8, s. 132 (1-3)
- 01/01/2007 2010, c. 16, Sched. 4, s. 28 - 25/10/2010; 2010, c. 16, Sched. 5, s. 4 (2) - 25/10/2010 2017, c. 2, Sched. 3, 8 (2) - 22/03/2017
21 (1) If a security interest is originally perfected in any way permitted under this Act and is again perfected in some way under this Act without an intermediate period when it was unperfected, the security interest shall be deemed to be perfected continuously for the purposes of this Act. Assignees (2) An assignee of a security interest succeeds in so far as its perfection is concerned to the position of the assignor at the time of the assignment.  R.S.O. 1990, c. P.10, s. 21. Perfection
22 (1) Possession or repossession of the collateral by the secured party, or on the secured party’s behalf by a person other than the debtor or the debtor’s agent, perfects a security interest in, (a)  tangible chattel paper; (b)  goods; (c)  instruments; (d)  negotiable documents of title; and (e)  money, but only while it is actually held as collateral.  2006, c. 8, s. 133; 2019, c. 7, Sched. 49, s. 5. By delivery (2) A secured party may perfect a security interest in a certificated security by taking delivery of the certificated security under section 68 of the Securities Transfer Act, 2006.  2006, c. 8, s. 133. Same (3) A security interest in a certificated security in registered form is perfected by delivery when delivery of the certificated security occurs under section 68 of the Securities Transfer Act, 2006 and remains perfected by delivery until the debtor obtains possession of the security certificate.  2006, c. 8, s. 133. Section Amendments with date in force (d/m/y) 2006, c. 8, s. 133
- 01/01/2007 2019, c. 7, Sched. 49, s. 5 - 15/05/2020
22.1 (1) A security interest in investment property may be perfected by control of the collateral under subsection 1 (2).  2006, c. 8, s. 134. Same (2) A security interest in investment property is perfected by control under subsection 1 (2) from the time the secured party obtains control and remains perfected by control until, (a)  the secured party does not have control; and (b)  one of the following occurs: (i)  if the collateral is a certificated security, the debtor has or acquires possession of the security certificate, (ii)  if the collateral is an uncertificated security, the issuer has registered or registers the debtor as the registered owner, or (iii)  if the collateral is a security entitlement, the debtor is or becomes the entitlement holder.  2006, c. 8, s. 134. Section Amendments with date in force (d/m/y) 2006, c. 8, s. 134
- 01/01/2007
22.2 (1) A security interest in electronic chattel paper may be perfected by control of the collateral under subsection 1 (3). 2019, c. 7, Sched. 49, s. 6. Same (2) A security interest in electronic chattel paper is perfected by control only when the secured party has control of it under subsection 1 (3). 2019, c. 7, Sched. 49, s. 6. Section Amendments with date in force (d/m/y) 2019, c. 7, Sched. 49, s. 6 - 15/05/2020
23 Registration perfects a security interest in any type of collateral.  R.S.O. 1990, c. P.10, s. 23.
24 (1) Repealed:  2006, c. 8, s. 135 (1). Idem (2) A security interest perfected by possession in, (a)  an instrument or a certificated security that a secured party delivers to the debtor for, (i)  ultimate sale or exchange, (ii)  presentation, collection or renewal, or (iii)  registration of transfer; or (b)  a negotiable document of title or goods held by a bailee that are not covered by a negotiable document of title, which document of title or goods the secured party makes available to the debtor for the purpose of, (i)  ultimate sale or exchange, (ii)  loading, unloading, storing, shipping or trans-shipping, or (iii)  manufacturing, processing, packaging or otherwise dealing with goods in a manner preliminary to their sale or exchange, remains perfected for the first ten days after the collateral comes under the control of the debtor.  R.S.O. 1990, c. P.10, s. 24 (2); 2006, c. 8, s. 135 (2). Idem (3) Beyond the period of ten days referred to in subsection (2), a security interest under this section becomes subject to the provisions of this Act for perfecting a security interest.  R.S.O. 1990, c. P.10, s. 24 (3); 2006, c. 8, s. 135 (3). Section Amendments with date in force (d/m/y) 2006, c. 8, s. 135 (1-3)
- 01/01/2007
25 (1) Where collateral gives rise to proceeds, the security interest therein, (a)  continues as to the collateral, unless the secured party expressly or impliedly authorized the dealing with the collateral free of the security interest; and (b)  extends to the proceeds.  R.S.O. 1990, c. P.10, s. 25 (1); 2000, c. 26, Sched. B, s. 16 (3). Idem (2) Where the security interest was perfected by registration when the proceeds arose, the security interest in the proceeds remains continuously perfected so long as the registration remains effective or, where the security interest is perfected with respect to the proceeds by any other method permitted under this Act, for so long as the conditions of such perfection are satisfied.  R.S.O. 1990, c. P.10, s. 25 (2). Idem (3) A security interest in proceeds is a continuously perfected security interest if the interest in the collateral was perfected when the proceeds arose.  R.S.O. 1990, c. P.10, s. 25 (3). Idem (4) If a security interest in collateral was perfected otherwise than by registration, the security interest in the proceeds becomes unperfected ten days after the debtor acquires an interest in the proceeds unless the security interest in the proceeds is perfected under this Act.  R.S.O. 1990, c. P.10, s. 25 (4). Motor vehicles classified as consumer goods (5) Where a motor vehicle, as defined in the regulations, is proceeds, a person who buys or leases the vehicle as consumer goods in good faith takes it free of any security interest therein that extends to it under clause (1) (b) even though it is perfected under subsection (2) unless the secured party has registered a financing change statement that sets out the vehicle identification number in the designated place.  R.S.O. 1990, c. P.10, s. 25 (5). Section Amendments with date in force (d/m/y) 2000, c. 26, Sched. B, s. 16 (3) - 06/12/2000
26 (1) A security interest in goods in the possession of a bailee who has issued a negotiable document of title covering them is perfected by perfecting a security interest in the document, and any security interest in them otherwise perfected while they are so covered is subject thereto. Idem (2) A security interest in collateral in the possession of a person, other than the debtor, the debtor’s agent or a bailee mentioned in subsection (1), is perfected by, (a)  issuance of a document of title in the name of the secured party; (b)  possession on behalf of the secured party; or (c)  registration.  R.S.O. 1990, c. P.10, s. 26.
27 (1) Where a debtor sells or leases goods that are subject to a security interest, the security interest in the goods reattaches to the goods, if, (a)  the buyer or lessee has taken free of the security interest under clause 25 (1) (a) or subsection 28 (1) or (2); (b)  the goods are returned to or repossessed by the debtor; and (c)  the obligation secured remains unpaid or unperformed. Idem (2) Where a security interest in goods reattaches under subsection (1), then any question as to, (a)  whether or not the security interest in the goods is perfected; and (b)  the time of its perfection or registration, shall be determined as if the goods had not been sold or leased. Where sale or lease creates an account or chattel paper (3) If a sale or lease of goods creates an account or chattel paper and, (a)  the account or chattel paper is transferred to a secured party; and (b)  the goods are returned to or repossessed by the seller or lessor, the transferee has a security interest in the goods. Temporary perfection (4) A security interest in goods arising under subsection (3) is perfected if the security interest in the account or chattel paper was also perfected but becomes unperfected on the expiration of ten days after the return or repossession of the goods unless the transferee registers a financing statement in respect of the security interest in, or takes possession of, the goods before the expiry of that period. Transferee of account (5) Where a transferee of an account has a perfected security interest in goods under subsections (3) and (4), for the purpose of determining the transferee’s priority as to the goods, the transferee shall be deemed to have perfected a security interest in the goods at the time the transferee’s security interest in the account was perfected. Transferee of chattel paper (6) Where a transferee of chattel paper has a perfected security interest in goods under subsections (3) and (4), (a)  as between the transferee and the holder of a perfected security interest that attached under subsection (1), the person who had priority as to the chattel paper also has priority as to the goods; and (b)  as between the transferee and a person other than the holder of a perfected security interest that attached under subsection (1), for the purpose of determining the transferee’s priority as to the goods, the transferee shall be deemed to have perfected a security interest in the goods at the time the transferee’s security interest in the chattel paper was perfected.  R.S.O. 1990, c. P.10, s. 27. Transactions in ordinary course of business
28.1 (1) This Act does not limit the rights that a protected purchaser of a security has under the Securities Transfer Act, 2006.  2006, c. 8, s. 137. Same (2) The interest of a protected purchaser of a security under the Securities Transfer Act, 2006 takes priority over an earlier security interest, even if perfected, to the extent provided in that Act.  2006, c. 8, s. 137. Same (3) This Act does not limit the rights of or impose liability on a person to the extent that the person is protected against the assertion of a claim under the Securities Transfer Act, 2006.  2006, c. 8, s. 137. Section Amendments with date in force (d/m/y) 2006, c. 8, s. 137
- 01/01/2007
29 The rights of a person who is, (a)  a holder in due course of a bill, note or cheque within the meaning of the Bills of Exchange Act (Canada); or (b)  a transferee from the debtor of money, are to be determined without regard to this Act.  R.S.O. 1990, c. P.10, s. 29.
30.1 (1) The rules in this section govern priority among conflicting security interests in the same investment property.  2006, c. 8, s. 138. Secured party with control (2) A security interest of a secured party having control of investment property under subsection 1 (2) has priority over a security interest of a secured party that does not have control of the investment property.  2006, c. 8, s. 138. Certificated security perfected by delivery (3) A security interest in a certificated security in registered form which is perfected by taking delivery under subsection 22 (2) and not by control under section 22.1 has priority over a conflicting security interest perfected by a method other than control.  2006, c. 8, s. 138. Rank by priority in time (4) Except as otherwise provided in subsections (5) and (6), conflicting security interests of secured parties each of which has control under subsection 1 (2) rank according to priority in time of, (a)  if the collateral is a security, obtaining control; (b)  if the collateral is a security entitlement carried in a securities account, (i)  the secured party’s becoming the person for which the securities account is maintained, if the secured party obtained control under clause 25 (1) (a) of the Securities Transfer Act, 2006, (ii)  the securities intermediary’s agreement to comply with the secured party’s entitlement orders with respect to security entitlements carried or to be carried in the securities account, if the secured party obtained control under clause 25 (1) (b) of the Securities Transfer Act, 2006, or (iii)  if the secured party obtained control through another person under clause 25 (1) (c) of the Securities Transfer Act, 2006, when the other person obtained control; or (c)  if the collateral is a futures contract carried with a futures intermediary, the satisfaction of the requirement for control specified in subclause 1 (2) (d) (ii) with respect to futures contracts carried or to be carried with the futures intermediary.  2006, c. 8, s. 138. Securities intermediary (5) A security interest held by a securities intermediary in a security entitlement or a securities account maintained with the securities intermediary has priority over a conflicting security interest held by another secured party.  2006, c. 8, s. 138. Futures intermediary (6) A security interest held by a futures intermediary in a futures contract or a futures account maintained with the futures intermediary has priority over a conflicting security interest held by another secured party.  2006, c. 8, s. 138. Interests granted by broker, intermediary (7) Conflicting security interests granted by a broker, securities intermediary or futures intermediary which are perfected without control under subsection 1 (2) rank equally.  2006, c. 8, s. 138. Priority determined under s. 30 (8) In all other cases, priority among conflicting security interests in investment property shall be governed by section 30.  2006, c. 8, s. 138. Section Amendments with date in force (d/m/y) 2006, c. 8, s. 138
- 01/01/2007
31 Where a person in the ordinary course of business furnishes materials or services with respect to goods that are subject to a security interest, any lien that the person has in respect of the materials or services has priority over a perfected security interest unless the lien is given by an Act that provides that the lien does not have such priority.  R.S.O. 1990, c. P.10, s. 31.
32 (1) A perfected security interest in crops or their proceeds, given not more than six months before the crops become growing crops by planting or otherwise, to enable the debtor to produce the crops during the production season, has priority over an earlier perfected security interest in the same collateral to the extent that the earlier interest secures obligations that were due more than six months before the crops become growing crops by planting or otherwise even though the person giving value has notice of the earlier security interest. Idem (2) Where more than one perfected security interest is given priority by subsection (1), each ranks equally according to the ratio that the amount advanced with respect to each bears to the total amount advanced.  R.S.O. 1990, c. P.10, s. 32.
36 (1) A security interest in a right to payment under a lease of real property, to which this Act applies, is subordinate to the interest of a person who acquires for value the lessor’s interest in the lease or in the real property thereby demised if the interest, or notice thereof, of the person is registered in the proper land registry office before the interest, or notice thereof, of the secured party is registered in the proper land registry office. Mortgages (2) A security interest in a right to payment under a mortgage or charge of real property, to which this Act applies, is subordinate to the interest of a person who acquires for value the mortgagee’s or chargee’s interest in the mortgage or charge if the interest of the person is registered in the proper land registry office before a notice of the security interest is registered in the proper land registry office.  R.S.O. 1990, c. P.10, s. 36.
37 A perfected security interest in goods that subsequently become part of a product or mass continues in the product or mass if the goods are so manufactured, processed, assembled or commingled that their identity is lost in the product or mass, and, if more than one security interest attaches to the product or mass, the security interests rank equally according to the ratio that the cost of the goods to which each interest originally attached bears to the cost of the total product or mass.  R.S.O. 1990, c. P.10, s. 37.
38 A secured party may, in the security agreement or otherwise, subordinate the secured party’s security interest to any other security interest and such subordination is effective according to its terms.  R.S.O. 1990, c. P.10, s. 38.
39 The rights of a debtor in collateral may be transferred voluntarily or involuntarily despite a provision in the security agreement prohibiting transfer or declaring a transfer to be a default, but no transfer prejudices the rights of the secured party under the security agreement or otherwise.  R.S.O. 1990, c. P.10, s. 39.
40 (1) In this section, “account debtor” means a person obligated on an account or on chattel paper.  2006, c. 34, Sched. E, s. 11 (1). Defences available against assignee (1.1) An account debtor who has not made an enforceable agreement not to assert defences arising out of the contract between the account debtor and the assignor may set up by way of defence against the assignee, (a)  all defences available to the account debtor against the assignor arising out of the terms of the contract or a related contract, including equitable set-off and misrepresentation; and (b)  the right to set off any debt owing to the account debtor by the assignor that was payable to the account debtor before the account debtor received notice of the assignment.  2006, c. 34, Sched. E, s. 11 (1). Payment by account debtor (2) An account debtor may pay the assignor until the account debtor receives notice, reasonably identifying the relevant rights, that the account or chattel paper has been assigned, and, if requested by the account debtor, the assignee shall furnish proof within a reasonable time that the assignment has been made, and, if the assignee does not do so, the account debtor may pay the assignor.  2006, c. 34, Sched. E, s. 11 (2). Modification, etc., effective against assignee (3) To the extent that the right to payment or part payment under an assigned contract has not been earned by performance, and despite notice of the assignment, any modification of or substitution for the contract, made in good faith and in accordance with reasonable commercial standards and without material adverse effect upon the assignee’s right under or the assignor’s ability to perform the contract, is effective against an assignee unless the account debtor has otherwise agreed, but the assignee acquires corresponding rights under the modified or substituted contract.  R.S.O. 1990, c. P.10, s. 40 (3); 2006, c. 34, Sched. E, s. 11 (3). Prohibition or restriction on assignment (4) A term in the contract between the account debtor and the assignor that prohibits or restricts the assignment of, or the giving of a security interest in, the whole of the account or chattel paper for money due or to become due or that requires the account debtor’s consent to such assignment or such giving of a security interest, (a)  is binding on the assignor only to the extent of making the assignor liable to the account debtor for breach of their contract; and (b)  is unenforceable against third parties.  2006, c. 34, Sched. E, s. 11 (4). Section Amendments with date in force (d/m/y) 2006, c. 34, Sched. E, s. 11 (1-4) - 01/08/2007 PART IV   REGISTRATION
41 (1) A registration system, including a central office, shall be maintained for the purposes of this Act and any other Act that provides for registration in the registration system.  2000, c. 26, Sched. B, s. 16 (5); 2006, c. 34, Sched. E, s. 12 (1). Central office (2) The central office of the registration system shall be located at or near the City of Toronto.  R.S.O. 1990, c. P.10, s. 41 (2); 2017, c. 2, Sched. 12, s. 7 (1). (3) Repealed:  2006, c. 34, Sched. E, s. 12 (2). Section Amendments with date in force (d/m/y) 2000, c. 26, Sched. B, s. 16 (5) - 06/12/2000 2006, c. 34, Sched. E, s. 12 (1, 2) - 01/08/2007 2012, c. 8, Sched. 45, s. 2 (1, 2) - See: Table of Public Statute Provisions Repealed Under Section 10.1 of the Legislation Act, 2006 - 31/12/2022 2017, c. 2, Sched. 12, s. 7 (1) - 22/03/2017
42 (1) There shall be a registrar of personal property security.  R.S.O. 1990, c. P.10, s. 42 (1); 2006, c. 34, Sched. E, s. 13 (1). Registrar (2) The registrar shall be the public servant employed under Part III of the Public Service of Ontario Act, 2006 who is designated as registrar by the Minister of Consumer and Business Services.  R.S.O. 1990, c. P.10, s. 42 (2); 2001, c. 9, Sched. D, s. 13; 2006, c. 35, Sched. C, s. 108 (1). (3) Repealed:  2006, c. 34, Sched. E, s. 13 (2). Seal of office (4) The registrar shall have a seal of office in such form as the Lieutenant Governor in Council may by order approve.  R.S.O. 1990, c. P.10, s. 42 (4). Protection from personal liability (5) No action or other proceeding for damages shall be instituted against the registrar or any person employed in the Ministry of Consumer and Business Services for any act done in good faith in the execution or intended execution of the person’s duty under this Act or the Repair and Storage Liens Act or for any alleged neglect or default in the execution in good faith of the person’s duty thereunder.  R.S.O. 1990, c. P.10, s. 42 (5); 2001, c. 9, Sched. D, s. 13. Crown liability (6) Despite subsection 8 (3) of the Crown Liability and Proceedings Act, 2019 but subject to subsection 44 (18), subsection (5) does not relieve the Crown of liability in respect of a tort committed by a person mentioned in subsection (5) to which it would otherwise be subject.  R.S.O. 1990, c. P.10, s. 42 (6); 2019, c. 7, Sched. 17, s. 140. Delegation (7) The registrar may designate one or more public servants employed under Part III of the Public Service of Ontario Act, 2006 to act on his or her behalf.  2006, c. 35, Sched. C, s. 136 (4). Section Amendments with date in force (d/m/y) 2001, c. 9, Sched. D, s. 13 - 29/06/2001 2006, c. 34, Sched. E, s. 13 (1-3) - 01/08/2007; 2006, c. 35, Sched. C, s. 108 (1, 3), 136 (4) - 20/08/2007; 2006, c. 35, Sched. C, s. 108 (2) - no effect - see 2006, c. 34, Sched. E, s. 13 (2) - 01/08/2007 2012, c. 8, Sched. 45, s. 3 (1-3) - See: Table of Public Statute Provisions Repealed Under Section 10.1 of the Legislation Act, 2006 - 31/12/2022 2019, c. 7, Sched. 17, s. 140 - 01/07/2019 42.1 Section Amendments with date in force (d/m/y) 2012, c. 8, Sched. 45, s. 4 - See: Table of Public Statute Provisions Repealed Under Section 10.1 of the Legislation Act, 2006 - 31/12/2022
43 (1) Upon the request of any person for a search of the individual debtor name index, business debtor name index or motor vehicle identification number index and upon payment of the required fee, the registrar shall issue a certificate stating, (a)  whether, at the time mentioned in the certificate, there is registered a financing statement or a financing change statement the registration of which is recorded in the central file of the registration system in which the name or number with respect to which the inquiry is made is shown in the designated place on the financing statement or financing change statement as a debtor or as a motor vehicle identification number, as the case may be, and, if there is, the registration number of it and any other recorded information; (b)  whether, at the time mentioned in the certificate, there is entered in the central file of the registration system any information required or permitted to be entered by section 78 in which the name with respect to which the inquiry is made is shown as debtor; and (c)  whether, at the time mentioned in the certificate, there is registered a claim for lien or a change statement under the Repair and Storage Liens Act the registration of which is recorded in the central file of the registration system in which the name or number with respect to which the inquiry is made is shown in the designated place on the claim for lien or change statement as an owner or as a motor vehicle identification number, as the case may be, and, if there is, the registration number of it and any other recorded information.  R.S.O. 1990, c. P.10, s. 43 (1); 1998, c. 18, Sched. E, s. 194 (1). Idem (2) A certificate issued under subsection (1) is proof, in the absence of evidence to the contrary, of the contents thereof.  R.S.O. 1990, c. P.10, s. 43 (2). Similar names (3) A certificate issued under subsection (1) may include information relating to a registered financing statement or financing change statement recorded in the central file of the registration system which sets out in the designated place a debtor name or vehicle identification number which is similar, in the opinion of the registrar, to the name or number with respect to which the inquiry is made.  R.S.O. 1990, c. P.10, s. 43 (3). Transition (4) Despite their repeal, subsections 43 (4) and (5), as they read immediately before the day section 14 of Schedule E to the Ministry of Government Services Consumer Protection and Service Modernization Act, 2006 comes into force, continue to apply to financing statements and financing change statements that were registered as documents in the required form before that day.  2006, c. 34, Sched. E, s. 14. (5) Repealed:  2006, c. 34, Sched. E, s. 14. Section Amendments with date in force (d/m/y) 1998, c. 18, Sched. E, s. 194 (1, 2) - 18/12/1998 2006, c. 34, Sched. E, s. 14 - 01/08/2007