Canada: Amendments To Ontario PPSA Debtor Location Rules Take Effect December 31, 2015

The announcement was recently made that amendments to the Personal Property Security Act (Ontario) (the "Ontario PPSA") legislated back in 2006 will become effective on December 31, 2015. These amendments change the debtor's location which will, in turn, require creditors to consider new criteria when determining where to perfect their security in certain types of collateral, including accounts.


Under the Ontario PPSA, the law of the jurisdiction where the debtor is located governs the validity, perfection and effect of perfection or non-perfection of a security interest granted by that debtor in intangibles (including accounts, for instance) and mobile goods (i.e. goods of a type normally used in more than one jurisdiction that are equipment or inventory leased or held for lease) as well as of a non-possessory security interest granted by the debtor in instruments, negotiable documents of title, money and chattel paper. The law of the jurisdiction where the debtor is located also governs perfection of a security interest in investment property by registration. These conflict of laws rules are largely consistent across the provinces and territories of Canada other than Quebec (collectively, the "PPSA jurisdictions"). The PPSA jurisdictions have also generally deemed a debtor (other than an individual) to be located at its place of business, if there is one, or at its chief executive office, if it has more than one place of business (the "deeming rule"). "Chief executive office" is not defined in the PPSA.

2006 amendments

In 2006, the Ontario PPSA was amended, including amendments to the deeming rule in response to criticism that determining the location of a debtor's chief executive office can be problematic, given the vagueness of the criteria and the uncertainty of their application, particularly in the context of non-corporate entities such as partnerships and trusts. The amendments to the deeming rule were intended to provide more certainty with respect to determining where a debtor is located: the location may generally be determined by virtue of reviewing the debtor's constating documents or by a search of a public registry.

In order to avoid a situation where a debtor may be located in more than one jurisdiction, depending on which PPSA jurisdiction's rules applied (in a case where not all jurisdictions amended their deeming rules simultaneously), the amendment to the deeming rule was not proclaimed in force, pending the other PPSA jurisdictions enacting a similar rule. However, following the recommendation of the Business Law Agenda Stakeholder Panel (mandated with the review of certain corporate and commercial statutes in Ontario) that the amendments to the deeming rule be given effect, December 31, 2015 has been proclaimed as the date the amended rules will come into effect in Ontario, notwithstanding that the other PPSA jurisdictions have not yet adopted comparable rules.

New deeming rule

The "new deeming rule" locates a debtor according to its entity type as follows:

Type of Debtor Entity

Location of Debtor

Corporation, limited partnership or organization organized under the laws of a Canadian province or territory, as disclosed in a public record

Its province or territory of organization

Corporation existing under Canadian federal law, as disclosed in a public record

Its registered office or head office as set out in its constating documents (such as its special Act, letters patent or articles) or, if not found in such constating documents, in its by-laws

Partnership (other than a limited partnership), with a partnership agreement explicitly governed by Canadian provincial or territorial law

The province or territory the laws of which are specified in the partnership agreement as the governing law

Trustees acting for a trust

If the trust instrument states it is governed by the laws of a Canadian province or territory, that province or territory.

Otherwise, the jurisdiction in which the administration of the trust is principally carried out


The jurisdiction where its principal residence is located

Organization organized under the laws of a U.S. state or territory, as disclosed in a public record

That U.S. state or territory

Organization organized under the federal laws of the United States of America, as disclosed in a public record

The U.S. State designated by U.S. law; or the U.S. State designated by the organization, if it is so authorized by U.S. law; or the District of Columbia, if neither of the foregoing is applicable

None of the above

The jurisdiction where the chief executive office of the debtor is located


As many debtors' location for purposes of the Ontario PPSA will change as a result of the new deeming rule, transitions rules have been enacted to give creditors an opportunity to reperfect, as necessary. The rules generally provide that a security interest in collateral arising and perfected prior to the new deeming rule coming into effect will remain perfected under the Ontario PPSA for five years after the new deeming rule comes into effect (notwithstanding that the security interest has not been perfected in accordance with the new deeming rule but subject to perfection ceasing under the prior law). If a security interest that arose prior to the new deeming rule becoming effective was perfected under the then-applicable law and is, subsequent to the new deeming rule becoming effective and prior to the five-year deadline, perfected in accordance with the new deeming rule, the security interest will be continuously perfected.

Going forward

Although the effectiveness of the new deeming rule was delayed in order to permit the other PPSA jurisdictions to follow suit, as the change in law will be implemented notwithstanding the lack of conformity with the other PPSA Jurisdictions, the debtor may have a different "location" depending on which jurisdiction's Personal Property Security Act applies. As the other PPSA jurisdictions have not adopted (at this time) the new deeming rule (and consequently have not have adopted the relevant transition rules providing for the continued perfection of security), creditors will need to consider the conflict of laws rules in both the jurisdiction in which the chief executive office of the debtor is located as well as the jurisdiction in which the debtor is located as determined under the new deeming rule when deciding where to perfect their security and where to conduct searches, in order to obtain the priority they are expecting.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

In association with
Related Video
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Check to state you have read and
agree to our Terms and Conditions

Terms & Conditions and Privacy Statement (the Website) is owned and managed by Mondaq Ltd and as a user you are granted a non-exclusive, revocable license to access the Website under its terms and conditions of use. Your use of the Website constitutes your agreement to the following terms and conditions of use. Mondaq Ltd may terminate your use of the Website if you are in breach of these terms and conditions or if Mondaq Ltd decides to terminate your license of use for whatever reason.

Use of

You may use the Website but are required to register as a user if you wish to read the full text of the content and articles available (the Content). You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these terms & conditions or with the prior written consent of Mondaq Ltd. You may not use electronic or other means to extract details or information about’s content, users or contributors in order to offer them any services or products which compete directly or indirectly with Mondaq Ltd’s services and products.


Mondaq Ltd and/or its respective suppliers make no representations about the suitability of the information contained in the documents and related graphics published on this server for any purpose. All such documents and related graphics are provided "as is" without warranty of any kind. Mondaq Ltd and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. In no event shall Mondaq Ltd and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of information available from this server.

The documents and related graphics published on this server could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. Mondaq Ltd and/or its respective suppliers may make improvements and/or changes in the product(s) and/or the program(s) described herein at any time.


Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:

  • To allow you to personalize the Mondaq websites you are visiting.
  • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our information providers who provide information free for your use.

Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.

If you do not want us to provide your name and email address you may opt out by clicking here .

If you do not wish to receive any future announcements of products and services offered by Mondaq by clicking here .

Information Collection and Use

We require site users to register with Mondaq (and its affiliate sites) to view the free information on the site. We also collect information from our users at several different points on the websites: this is so that we can customise the sites according to individual usage, provide 'session-aware' functionality, and ensure that content is acquired and developed appropriately. This gives us an overall picture of our user profiles, which in turn shows to our Editorial Contributors the type of person they are reaching by posting articles on Mondaq (and its affiliate sites) – meaning more free content for registered users.

We are only able to provide the material on the Mondaq (and its affiliate sites) site free to site visitors because we can pass on information about the pages that users are viewing and the personal information users provide to us (e.g. email addresses) to reputable contributing firms such as law firms who author those pages. We do not sell or rent information to anyone else other than the authors of those pages, who may change from time to time. Should you wish us not to disclose your details to any of these parties, please tick the box above or tick the box marked "Opt out of Registration Information Disclosure" on the Your Profile page. We and our author organisations may only contact you via email or other means if you allow us to do so. Users can opt out of contact when they register on the site, or send an email to with “no disclosure” in the subject heading

Mondaq News Alerts

In order to receive Mondaq News Alerts, users have to complete a separate registration form. This is a personalised service where users choose regions and topics of interest and we send it only to those users who have requested it. Users can stop receiving these Alerts by going to the Mondaq News Alerts page and deselecting all interest areas. In the same way users can amend their personal preferences to add or remove subject areas.


A cookie is a small text file written to a user’s hard drive that contains an identifying user number. The cookies do not contain any personal information about users. We use the cookie so users do not have to log in every time they use the service and the cookie will automatically expire if you do not visit the Mondaq website (or its affiliate sites) for 12 months. We also use the cookie to personalise a user's experience of the site (for example to show information specific to a user's region). As the Mondaq sites are fully personalised and cookies are essential to its core technology the site will function unpredictably with browsers that do not support cookies - or where cookies are disabled (in these circumstances we advise you to attempt to locate the information you require elsewhere on the web). However if you are concerned about the presence of a Mondaq cookie on your machine you can also choose to expire the cookie immediately (remove it) by selecting the 'Log Off' menu option as the last thing you do when you use the site.

Some of our business partners may use cookies on our site (for example, advertisers). However, we have no access to or control over these cookies and we are not aware of any at present that do so.

Log Files

We use IP addresses to analyse trends, administer the site, track movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.


This web site contains links to other sites. Please be aware that Mondaq (or its affiliate sites) are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these third party sites. This privacy statement applies solely to information collected by this Web site.

Surveys & Contests

From time-to-time our site requests information from users via surveys or contests. Participation in these surveys or contests is completely voluntary and the user therefore has a choice whether or not to disclose any information requested. Information requested may include contact information (such as name and delivery address), and demographic information (such as postcode, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the functionality of the site.


If a user elects to use our referral service for informing a friend about our site, we ask them for the friend’s name and email address. Mondaq stores this information and may contact the friend to invite them to register with Mondaq, but they will not be contacted more than once. The friend may contact Mondaq to request the removal of this information from our database.


This website takes every reasonable precaution to protect our users’ information. When users submit sensitive information via the website, your information is protected using firewalls and other security technology. If you have any questions about the security at our website, you can send an email to

Correcting/Updating Personal Information

If a user’s personally identifiable information changes (such as postcode), or if a user no longer desires our service, we will endeavour to provide a way to correct, update or remove that user’s personal data provided to us. This can usually be done at the “Your Profile” page or by sending an email to

Notification of Changes

If we decide to change our Terms & Conditions or Privacy Policy, we will post those changes on our site so our users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

How to contact Mondaq

You can contact us with comments or queries at

If for some reason you believe Mondaq Ltd. has not adhered to these principles, please notify us by e-mail at and we will use commercially reasonable efforts to determine and correct the problem promptly.