rangement of Provisions
PART I
PRELIMINARY

1. Short title and commencement
2. Interpretation
3. Overview
4. Act binds Government
5. Application

PART II
SECURITY INTEREST

Division 1 – Security interest
and secured obligation

6. Obligations
7. Security interest in consumer
goods
8. Description of collateral
9. Attachment of security interest
10. Notice to account debtors not
required
11. Continuity of security interest
12. Request for accounting or
statement of account

Division 2 – Security agreement

13. Security agreement

Division 3 – Perfection
of security interest

14. Perfection of security interest
15. Means of perfection in special
cases
16. Meaning of “possession” in
certain cases
17. Perfection by different means
18. Assignment of security
interest
19. Lapse of perfection

Division 4 – Priority

20. General priority rules
21. Priority continues in proceeds
22. Purchase of secured sales
contracts or instruments
23. Transferee exceptions
24. Purchase money security
interest
25. Priority in fixtures
26. Crops
27. Right of retention
28. Priority in accessions
29. Commingled goods
30. Subordination
31. Meaning of “knowledge”

2 Personal Property Securities 2013, No. 5
PART III
FILING
Division 1 – Registry operation
32. Establishment of electronic
filing Registry
33. Public record
Division 2 – Notices to be filed
34. Initial notice
35. Name of debtor and secured
party
36. Effectiveness of notice
37. Effects of change of
circumstances
38. Amendment of notice
39. Continuation
40. Termination
41. Notice of objection
Division 3 –Authority and
duties of the Registrar
42. Appointment of the Registrar
43. Registrar duties
44. Refusal to file notice
Division 4 – Information
from Registry
45. Search of filing office records
and certified report
Division 5 – Filing fees
46. Fees set by regulation
PART IV
ENFORCEMENT OF
SECURITY INTERESTS
Division 1 – Secured Party’s
Rights
47. Secured party rights upon
default by debtor
48. Recovery without judicial
process in certain cases
49. Expedited possession by
secured party

Division 2 – Disposition or
retention of collateral

50. Right to dispose of collateral
51. Commercial reasonableness
required
52. Notice of disposition
53. Secured party possession of
collateral
54. Notice and claim for
distribution
55. Application of proceeds and
clear title of buyer
56. Retention of collateral by
secured party

Division 3 – Debtor rights

57. Debtor’s right to reinstate
security agreement
58. Consequences of reinstating
agreement
59. Redemption
60. Remedies for secured party
non-compliance

PART V
MISCELLANEOUS

61. Pre-emption of conflicting
Acts
62. Regulations and orders
63. Offences
64. Repeal and transitional
65. Consequential amendments




__________
2013, No. 5 Personal Property Securities 3

2013, No. 5

AN ACT to provide the following:
(a) creation of security interests in movable property;
(b) prioritization of competing interests in movable
property;
(c) creation of a public filing office where notices of
security interests may be filed and where they
are publicly available for inspection;
(d) simplified, expedited enforcement against
collateral when debtors default;
(e) repeal of the Chattels Transfer Act 1975 and
amendment of other relevant Acts;
(f) matters incidental to the above. [5th
April 2013]

BE IT ENACTED by the Legislative Assembly of Samoa in
Parliament assembled as follows:

PART I
PRELIMINARY

1. Short title and commencement-(1) This Act may be
cited as the Personal Property Securities Act 2013.
(2) This Act commences on a date to be nominated by the
Minister.

2. Interpretation - In this Act, unless the context otherwise
requires:
“accession” means goods that are installed or affixed with
other goods in such a manner that the identity of the
goods is not lost;
“account”:
(a) means a right to payment of a monetary obligation,
whether or not earned by performance -
(i) for property that has been or is to be
sold, leased, licensed, assigned, or otherwise
disposed of; or
4 Personal Property Securities 2013, No. 5

(ii) for services rendered or to be
rendered; or
(iii) for a policy of insurance issued or to
be issued; or
(iv) for a secondary obligation incurred or
to be incurred; and
(b) does not include -
(i) rights to payment evidenced by chattel
paper or an instrument; or
(ii) deposit accounts; or
(iii) letters of credit or rights to payment
or performance under a letter of credit.
“account debtor” means the person who is obligated on an
account, secured sales contract or payment intangible;
“administrator”, in relation to insolvency, includes a
receiver or liquidator;
“attachment” means completion of all conditions necessary
to make a security interest enforceable against the debtor
with respect to the collateral;
“building” means a structure, erection, mine or work that is
built or constructed on or opened in land;
“building materials”:
(a) means materials that are incorporated into a building,
and includes goods attached to a building so that
their removal -
(i) would necessarily involve the
dislocation or destruction of some other part
of the building and cause substantial damage
to the building, apart from the loss of value
of the building resulting from the removal; or
(ii) would result in weakening the
structure of the building or exposing the
building to weather damage or deterioration;
and
(b) does not include -
(i) heating, air conditioning or
conveyancing devices; or
2013, No. 5 Personal Property Securities 5

(ii) machinery installed in a building or
on land for use in carrying on an activity in
the building or on the land; or
(iii) a fixture.
“buyer in the ordinary course of business” means:
(a) a person that buys goods in good faith, without actual
knowledge that the sale violates the rights of
another person in the goods, in the ordinary
course from a person other than a pawnbroker in
the business of selling goods of that kind; and
(b) for the purpose of this definition, a person that buys
goods is a buyer in the ordinary course of
business if the sale to the person conforms with
the usual or customary practices in the kind of
business in which the seller is engaged or with
the seller’s own usual or customary practices.
“chattel paper” means one (1) or more writings that
evidence both a monetary obligation and a security
interest in, or lease of, specific goods or specific goods
and accessions;
“commingled goods” means fungible goods that are
physically united with other fungible goods in a way that
their identity is lost in a product or mass;
“consignment”:
(a) means a transaction, regardless of the form or
terminology used in the agreement, in which a
person (the “consignor”) delivers goods for the
purpose of sale to a merchant (the “consignee”)
who deals in goods of that kind under a name
other than that of the consignor and who is not an
auctioneer; and
(b) does not include transactions involving goods that
are consumer goods of the deliverer.
“consumer goods” means goods used primarily for personal,
family, or household purposes, except for motor
vehicles;
“crops”:
(a) means crops, whether matured or otherwise, and
whether naturally grown or planted, attached to
6 Personal Property Securities 2013, No. 5

land by roots or forming part of trees or plants
attached to land; and
(b) does not include trees.
“debtor” means a person who owes payment or other
performance of a secured obligation, whether or not the
person owns or has rights in the collateral, and includes
a seller of accounts or secured sales contracts, and a
lessee of goods;
“default” means a material failure of a debtor to perform
under a security agreement;
“deposit account”:
(a) means a demand, time, savings, passbook, or similar
account maintained with a bank; and
(b) does not include investment property or accounts
evidenced by an instrument.
“document” means a document of title, or a receipt such as a
bill of lading, or warehouse receipt, issued by a person
in the business of transporting or storing goods;
“equipment” means goods that are not crops, livestock,
inventory, or consumer goods;
“fixture”:
(a) means goods that are fixed or are intended to become
fixed to immovable property in a manner that
causes a property right to arise in the goods; and
(b) does not include building materials, readily
removable factory machines, office machines,
and domestic appliances.
“fungible goods” means goods of which any unit is by
nature or usage of trade, the equivalent of any other like
unit, and includes unlike units to the extent that they are
treated as equivalents under a security agreement;
“goods”:
(a) means all things that are movable when a security
interest attaches; and
(b) includes fixtures, crops, hydroponic crops, timber,
minerals, and livestock, including the unborn;
and
(c) does not include accounts or secured sales contracts,
money, documents, or instruments.
2013, No. 5 Personal Property Securities 7

“hydroponic crops” means crops, whether matured or
otherwise, that are not attached to land by roots;
“instrument”:
(a) means a writing that evidences a right to payment of
money, that is not a security agreement or lease,
and that in the ordinary course of business may
be transferred by delivery with endorsement or
assignment; and
(b) includes a bill of exchange or promissory note within
the meaning of the Bills of Exchange Act 1976.
“inventory” means goods held for sale or lease, or goods
that are raw materials, work in process, or materials used
or consumed in a business;
“investment securities” means both a debt security and an
equity security, as defined by the Securities Act 2006,
whether or not they are evidenced by certificates;
“lease of goods for more than one (1) year” means:
(a) a lease of goods for a stated duration of more than
one (1) year; or
(b) a lease of goods for an indefinite term; or
(c) a lease of goods for an initial term of one (1) year or
less if the lessee, with the consent of the
lessor, retains uninterrupted or substantially
uninterrupted possession of the leased goods for
more than one (1) year after the lessee first
acquired possession of the goods, but the lease
does not become a lease for a term of more than
one (1) year until the lessee’s possession extends
beyond one (1) year; or
(d) a lease of goods for a term of one (1) year or less
where the lease provides that it is renewable for
any period that would cause the actual term of
the lease to exceed one (1) year.
“lessee of goods in the ordinary course of business” means a
person who, in good faith and without actual knowledge
that the lease is in violation of the ownership rights or
security interest or leasehold interest of a third party in
the goods, leases in the ordinary course from a person in
the business of selling or leasing goods of that kind;
8 Personal Property Securities 2013, No. 5

“lien”:
(a) means a right in property which is created by an Act,
other law, an order of a court or other legal
authority, or by the authority of an administrator
in an insolvency proceeding; and
(b) does not include a right of retention.
“Minister” means the Minister responsible for Commerce;
“Ministry” means the Ministry responsible for Commerce;
“movable property” means movable things of any nature,
intangibles of any nature and fixtures;
“notice”:
(a) means a statement of information about a security
interest or lien that is filed in the Registry; and
(b) includes an initial notice, amended notice,
continuation notice, termination notice and
notice of objection.
“ordinary course of business” means a transaction that
conforms with the usual or customary practices of the
business in which the person is engaged;
“payment intangible” means a right to receive payment of a
monetary obligation, other than an account or a secured
sales contract;
“perfection” means optimization of a secured party’s rights
in collateral against 3rd parties such as buyers, other
secured parties, lien holders and an insolvency
administrator;
“proceeds”:
(a) means identifiable or traceable personal property that
is derived directly or indirectly from dealing with
collateral or the proceeds of collateral and in
which the debtor acquires an interest; and
(b) includes -
(i) whatever is acquired upon sale, lease
or other disposition of collateral, or whatever
is collected on or distributed with respect to
collateral; and
(ii) money, property exchanged for
the original collateral, property purchased
with money proceeds, a deposit account into
2013, No. 5 Personal Property Securities 9

which money proceeds are deposited, and a
right to insurance or other compensation for
loss or damage of the collateral; and
(c) does not include animals merely because they are the
offspring of the animals that are collateral.
“purchase money security interest” means a security interest
taken by a seller of goods to secure their price or by a
person other than the seller who gives value to enable a
debtor to acquire goods;
“Registrar” means the Registrar appointed under section
42(1);
“Registry” means the Registry established by section 32, as
the electronic filing office for personal property
securities, and “filing office” has the same meaning;
“right of retention” means the right of a person who
provides services or materials to maintain or enhance the
value of goods to retain possession of the goods until the
person is paid for the services or materials provided;
“secured party”:
(a) means a lender, seller, or person in whose favor a
security interest is created under a security
agreement and their assignees; and
(b) includes -
(i) a consignor and a receiver appointed
in favour of a secured party; or
(ii) for the purposes of priority
determination and filing only, a buyer of
accounts or secured sales contracts and a
lessor of goods for more than a year.
“secured sales contract” means a contract for the sale of
goods on credit that includes a security agreement
creating a security interest in the sold goods;
“security interest”:
(a) means a property right in collateral that secures
performance of an obligation; and
(b) for the purpose of perfection and priority, includes
the interests of a buyer of accounts or secured
sales contracts and a lessor of goods for more
than a year.
10 Personal Property Securities 2013, No. 5

“serial number”, in relation to a motor vehicle, means any
number or letter, or any combination of numbers or
letters, shown on the body of a motor vehicle.

3. Overview - In this Act:
(a) this Part deals with preliminary matters; and
(b) Part II deals with the creation of a security interest,
the perfection of a security interest, and
establishing priority of competing security
interests in movable property; and
(c) Part III deals with creating an electronic filing
Registry where notices of security interests may
be filed and where such notices are publicly
available for inspection; and
(d) Part IV deals with enforcement of security interests
and provides for simplified, expedited
enforcement against collateral when a debtor
defaults; and
(e) Part V deals with pre-emption of this Act over
other Acts creating charges, transition
provisions relating to transactions existing at the
commencement of this Act, regulation making
powers and offences and penalties.

4. Act binds Government - This Act binds the
Government.

5. Application-(1) This Act applies to the following:
(a) transactions that secure an obligation with collateral,
regardless of the form of the agreement or the
terminology used, including pledge, hire-
purchase, conditional sale, company charge,
chattel mortgage, assignment and the like, and
whether the collateral is owned by the secured
party or the debtor;
(b) liens in movable property, but only for the purposes
of priority determination and filing of a notice;
(c) the sale of accounts and secured sales contracts;
2013, No. 5 Personal Property Securities 11

(d) the lease of goods for more than one (1) year, but
only for the purposes of priority determination
and filing of a notice;
(e) consignments.
(2) This Act applies without regard to the form or
terminology of an agreement, and whether ownership of the
collateral is held by the secured party or the debtor.
(3) The retention of title by a seller of goods has no effect
other than the taking of a security interest in the goods.
(4) This Act does not apply to the following:
(a) transfers of interest in real property, except for
transfer of interests in crops, timber to be cut, or
minerals to be extracted;
(b) sales of account receivable or secured sales contract
as part of the sale of a business out of which they
arose;
(c) assignments for collection action only;
(d) transfers of claim for compensation of employees;
(e) interests in vessels that are subject to the Shipping
Act 1998;
(f) interests that are subject to the International
Companies Act 1988;
(g) interests that are subject to the Segregated Fund
International Companies Act 1988.

PART II
SECURITY INTEREST

Division 1 – Security interest and secured obligation

6. Obligations - A security interest may secure one (1) or
more of the following types of obligations:
(a) described specifically or generally;
(b) monetary or non-monetary;
(c) pre-existing, present or future;
(d) a line of credit.
12 Personal Property Securities 2013, No. 5

7. Security interest in consumer goods - A security
interest may not be taken in the consumer goods of a debtor
except for a purchase money security interest in the consumer
goods.

8. Description of collateral-(1) A general or specific
description of collateral in a security agreement or notice is
sufficient if it:
(a) identifies collateral by item or kind in a manner that
enables the collateral to be identified; or
(b) consists of a statement that a security interest is taken
in all of the debtor’s present and after-acquired
property; or
(c) consists of a statement that a security interest is taken
in all of the debtor’s present and after-acquired
property except for specified items or kinds of
personal property.
(2) To be sufficient, a description of consumer goods must
have a specific description.

9. Attachment of security interest-(1) A security interest
attaches to collateral and becomes enforceable only if:
(a) each debtor has signed a security agreement that
describes the collateral; and
(b) value has been given by the secured party; and
(c) a debtor has rights in the collateral.
(2) Subsection (1) does not apply if the parties to a security
agreement have agreed that a security interest attaches at a later
time, in which case the security interest attaches at the time
specified in the agreement.
(3) For the purposes of subsection (1), a debtor has rights in
goods that are leased to the debtor, consigned to the debtor, or
sold to the debtor under a conditional sale agreement (including
an agreement to sell subject to retention of title) no later than
when the debtor obtains possession of the goods.
(4) Unless otherwise agreed, a security interest
automatically attaches to proceeds.
2013, No. 5 Personal Property Securities 13

(5) To avoid doubt, a reference in a security agreement to a
floating charge is not an agreement that the security interest
created by the floating charge attaches at a later time than the
time specified in subsection (1).

10. Notice to account debtors not required - When
collateral consists of present or future accounts, secured sales
contracts or payment intangibles, notice to the account debtors
is not required as a condition of attachment or perfection of the
security interest.

11. Continuity of security interest - A security interest
continues in collateral despite sale, lease, licence, exchange, or
other disposition of the collateral, except as otherwise provided
in this Act or agreed upon by the parties.

12. Request for accounting or statement of account-(1) A
debtor may request:
(a) an accounting of the unpaid obligations secured by
collateral; or
(b) that a secured party approve or correct a list of what
the debtor believes to be the collateral securing
an obligation; or
(c) that a secured party approve or correct a statement
indicating what the debtor believes to be the
aggregate amount of unpaid obligations secured
by collateral as of a specified date.
(2) A secured party must comply with a request under
subsection (1) within two (2) weeks after receipt.
(3) A debtor is entitled without charge to one (1) response to
a request under this section during any 6-month period.
(4) The secured party may require payment of a reasonable
charge for each additional request within a 6-month period.
(5) An account debtor that has received notification of an
assignment of the account is entitled to receive from the
assignee a signed record that releases the account debtor from
any further obligation to the assignee, if:
(a) there is no outstanding secured obligation; and
14 Personal Property Securities 2013, No. 5

(b) the assignee has no commitment to make advances,
incur obligations, or give value.
(6) The release must be sent as soon as reasonably
practicable, but not more than 10 days after the secured party
receives a demand from the debtor.
(7) Subsections (5) and (6) do not apply to the sale of an
account or chattel paper.

Division 2 – Security agreement

13. Security agreement-(1) A security agreement must be
in written form or in an electronic form that may be printed, and
it may consist of one (1) or more writings or electronic records
that, taken together, establish the intent of the parties.
(2) A security agreement is effective between the parties and
against purchasers, creditors and lien holders, except as
otherwise provided in this Act.
(3) A security agreement may provide that collateral
secures, or that accounts, chattel paper, payment intangibles, or
promissory notes are sold in connection with, future advances or
other value, whether or not the advances or value are given
pursuant to commitment.
(4) A security agreement may provide for future advances.
(5) Subject to section 20, a security interest has the same
priority in respect of all advances, including future advances.
(6) A security agreement may provide that the secured party
can accelerate payment or performance by the debtor when:
(a) the debtor is in default; or
(b) the secured party reasonably believes that the
collateral is at risk; or
(c) the secured party reasonably believes that payment or
other performance is at risk.
(6) In this section, “at risk” means that the secured party has
commercially reasonable grounds to believe that:
(a) the collateral has been or will be destroyed, damaged,
endangered, disassembled, removed, or
concealed contrary to the provisions of the
security agreement; or
2013, No. 5 Personal Property Securities 15

(b) the debtor is or will be unable to pay or perform its
obligations under the security agreement.
(7) The secured party has the burden of proving the
existence of any grounds under subsection (6).

Division 3 – Perfection of security interest

14. Perfection of security interest - A security interest is
perfected when it has attached to the collateral and one (1) or
more of the following means of perfection is or are completed,
subject to the qualifications in section 15:
(a) filing of a notice;
(b) possession of the collateral by the secured party or its
agent;
(c) control of the collateral by the secured party or its
agent;
(d) automatic perfection as provided in this Act.

15. Means of perfection in special cases - In all cases, a
notice must be filed in the Registry to perfect a security interest
with the following qualifications:
(a) perfection occurs automatically upon attachment of
the security interest in the case of a purchase
money security interest in consumer goods of the
debtor;
(b) a security interest in goods, instruments, documents,
or secured sales contracts may be perfected by
the secured party’s taking possession;
(c) a security interest in money may be perfected only by
the secured party’s taking possession of the
money, except for cash proceeds;
(d) a security interest, other than a security interest in
money, perfected by possession under this
section may also be perfected by registering a
notice before, during, or after a period of
possession by a secured party;
(e) a security interest in a deposit account may be
perfected only by the secured party’s control of
the deposit account;
16 Personal Property Securities 2013, No. 5

(f) with regard to proceeds -
(i) upon disposition of collateral, a
security interest attaches to proceeds of the
collateral and is continuously perfected if the
security interest in the collateral was
perfected;
(ii) the security interest in proceeds
becomes unperfected 15 days after the debtor
receives the proceeds unless they are
identifiable cash proceeds or are described by
the collateral description in the filed notice;
(iii) the time of registration, possession or
perfection of a security interest in original
collateral is also the time of registration,
possession or perfection of its proceeds;
(g) a lessor or a buyer of accounts or secured sales
contracts may perfect its interest in the same
manner as for a security interest;
(h) a security interest in a motor vehicle may be
perfected by filing a notice that describes the
motor vehicle generally or by serial number. As
against a buyer or lessee of the motor vehicle,
however, priority requires description by serial
number.

16. Meaning of “possession” in certain cases-(1) For the
purposes of this Act, a person takes possession of an investment
security if:
(a) for an investment security that is evidenced by a
security certificate, the person takes physical
possession of that certificate; or
(b) for an investment security that is traded or settled
through a clearing house or securities depository,
the clearing house or securities depository,
records the interest of the person in the
investment security; or
(c) for an investment security that is not evidenced
by a security certificate and that is not traded
or settled through a clearing house or securities
2013, No. 5 Personal Property Securities 17

depository, the records maintained by the issuer,
or on behalf of the issuer, record the interest of
the person in the investment security; or
(d) for an investment security that is held by a nominee,
the records of the nominee record the interest of
the person in the investment security.
(2) For the purposes of this Act, a person takes possession of
a negotiable instrument if:
(a) the person takes physical possession of the
negotiable instrument; or
(b) for a negotiable instrument that is traded or settled
through a clearing house or securities depository,
the clearing house or securities depository,
records the interest of the person in the
negotiable instrument.
(3) For the purposes of this Act, a secured party is not in
possession of collateral that is in the actual or apparent
possession or control of the debtor or the debtor’s agent.

17. Perfection by different means-(1) A security interest is
perfected continuously if it is first perfected in 1 manner and
later perfected in another manner, without a period when it is
not perfected.
(2) For the purposes of subsection (1), a continuously
perfected security interest is to be treated at all times as
perfected by the method by which it was originally perfected.

18. Assignment of security interest - If a secured party
assigns a perfected security interest, a notice need not be filed
under this Act to continue perfection of the security interest.

19. Lapse of perfection - When a filing period lapses as a
result of a failure to file a continuation notice by the lapse date,
perfection of the security interest also lapses, unless perfection
is achieved by another means prior to the lapse.
18 Personal Property Securities 2013, No. 5

Division 4 – Priority

20. General priority rules-(1) Security interests and
interests of lien holders in the same collateral have priority
according to time of filing of a notice or perfection by other
means, except as otherwise provided in this Act.
(2) Except as otherwise provided in this Act, priority is
measured from the earlier to occur of filing of a notice or
perfection by other means, provided that there is no time
thereafter when a filed notice is not effective or perfection does
not exist.
(3) The first security interest to attach to collateral has
priority among security interests for which there is no effective
filed notice or other form of perfection.
(4) If a perfected security interest secures an obligation by
the secured party to make future advances, the rights of a lien
holder have priority over the security interest with respect to
advances made:
(a) after the secured party has actual knowledge of the
interest of the lien holder; or
(b) more than 20 days after a notice of the interest of the
lien holder is filed in the filing office,
whichever occurs first.

21. Priority continues in proceeds - The priority of a
security interest in proceeds is the same as the priority of the
security interest in the original collateral.

22. Purchase of secured sales contracts or instruments -
A buyer in the ordinary course of business of secured sales
contracts or instruments has priority over a secured party’s
security interest in the secured sales contracts or instruments if
such buyer:
(a) gives new value; and
(b) takes possession of the secured sales contracts or
instruments; and
(c) if the secured sales contracts or instruments do not
indicate an assignment to the secured party.
2013, No. 5 Personal Property Securities 19

23. Transferee exceptions-(1) A transferee takes collateral
free of a security interest if the transferee gives value and takes
delivery of the collateral without knowledge of the security
interest and before a notice is filed or the security interest is
perfected.
(2) A buyer or lessee of goods in the ordinary course of
business takes free of a security interest, even if the security
interest is perfected and the buyer or lessee knows of its
existence, and this subsection prevails over section 3 of the
Mercantile Law Act 1975 and section 25 of the Sale of Goods
Act 1975 where this section applies and either or both of those
sections apply.
(3) A buyer or lessee of a motor vehicle takes it free of a
security interest if the buyer or lessee does not know of the
security interest and if the serial number is not included on a
filed notice of security interest.
(4) A buyer takes free of a perfected security interest in
goods if the secured party consents to the sale by the debtor.
(5) A person who receives cash for value takes free of a
perfected security interest in the cash.
(6) A lien holder who takes control of collateral or causes
collateral to be seized before a security interest is perfected
takes free of the security interest.
(7) A court or a liquidator of an insolvent company that
takes physical custody or control of assets before a security
interest is perfected in them takes free of the security interest.

24. Purchase money security interest-(1) A purchase
money security interest in equipment has priority over a
conflicting security interest if the purchase money security
interest is perfected when the debtor receives possession of the
equipment or within 10 days from receipt.
(2) A purchase money security interest in goods or their
proceeds that is perfected not later than 10 days from the date
the debtor obtains possession of the goods has priority over the
rights of a buyer, lessee, or lien holder which arise between the
time the security interest attaches and the time the notice is
filed.
20 Personal Property Securities 2013, No. 5

(3) A perfected purchase money security interest in
inventory or livestock has priority over a conflicting perfected
security interest in the same inventory or livestock if:
(a) the purchase money security interest is perfected
when the debtor receives possession of the
inventory or livestock; and
(b) not later than 10 days after the debtor receives
possession, the purchase money secured party
gives written notice to the holder of the
conflicting perfected security interest in the same
types of inventory or livestock.
(4) The security interest of a consignor in goods that are the
subject of a consignment is a purchase-money security interest
in inventory.
(5) In a transaction other than a consumer-goods transaction,
a purchase money security interest does not lose its status even
if:
(a) the purchase-money collateral also secures an
obligation that is not a purchase-money
obligation; or
(b) collateral that is not purchase-money collateral also
secures the purchase-money obligation; or
(c) the purchase-money obligation has been renewed,
refinanced, consolidated, or restructured.

25. Priority in fixtures-(1) A security interest may continue
in goods that become fixtures.
(2) A security interest in fixtures is subordinate to rights in
the immovable property to which it is affixed.
(3) If the right in the immovable property arose before the
goods became fixtures, subsection (2) does not apply if a notice
of the security interest in the goods that become fixtures has
been filed in the Registry:
(a) on or before the day the goods became fixtures; or
(b) within 10 days after the goods became fixture.
(4) If the right in the immovable property arose after the
goods became fixtures, subsection (2) does not apply only
if the filing of the notice of the security interest in the fixtures
2013, No. 5 Personal Property Securities 21

preceded registration of the rights in or seizure of the
immovable property.
(5) A secured party who has the right under this Act to
remove goods from land must exercise the right of removal in a
manner that:
(a) causes no greater damage or injury to the land and to
other property situated on it; or
(b) puts the occupier of the land to greater inconvenience
than is necessarily incidental to the removal of
the goods.
(6) A person, other than the debtor, who has an interest in
the land at the time when the goods subject to the security
interest are affixed to the land is entitled to reimbursement for
any damages to the interest of the person in the land caused
during the removal of the goods, other than reimbursement for
reduction in the value of the land caused by the absence of the
goods removed or by the necessity of replacement.

26. Crops-(1) Except as otherwise provided in this Act, a
security interest in crops is a security interest in the crops while
growing and afterwards when cut or separated from the soil.
(2) For the purposes of determining whether a security
interest in crops cut or separated from the soil exists, it does not
matter whether the crops are stored on the land where the crops
were grown or on any other land or premises.
(3) A security interest in crops does not prejudicially affect
the rights of a lessor or mortgagee of land on which the crops
are growing if:
(a) those rights existed at the time the security interest
was created; and
(b) the lessor or mortgagee has not consented in writing
to the creation of the security interest.
(4) A perfected security interest in crops is not extinguished
or prejudicially affected by a subsequent sale, lease, mortgage,
or other encumbrance of or upon the land on which the crops
are growing.
(5) An unperfected security interest in crops is subordinate
to the rights of a judgment creditor who causes the land to be
seized in order to enforce a judgment.
22 Personal Property Securities 2013, No. 5

27. Right of retention - A right of retention in goods has
priority over a perfected security interest in the goods if the
right of retention:
(a) arises in the ordinary course of business of the person
in possession of the goods; and
(b) arises under an Act that provides that the lien therein
created has priority; and
(c) the person who provided the materials or services did
not, at the time the person provided those
materials or services, know that the security
agreement relating to the security interest
contained a provision prohibiting the creation of
a lien by the debtor.

28. Priority in accessions-(1) In this section:
“other goods” means goods to which an accession is
installed or affixed;
“the whole” means an accession and the goods to which the
accession is installed or affixed.
(2) A security interest continues in collateral that becomes
an accession.
(3) If a security interest:
(a) is perfected when the collateral becomes an
accession; or
(b) is perfected under section 24,
the security interest remains perfected in the accession and has
priority over a person with an interest in the other goods or the
whole.
(4) A secured party who has the right under this Act to
remove an accession must exercise the right of removal in a
manner that:
(a) causes no greater damage or injury to the whole or to
the other goods; or
(b) puts the person in possession of the whole to greater
inconvenience,
than is necessarily incidental to the removal of the accession.
(5) A person, other than the debtor, who has an interest
in the other goods at the time when the goods subject
to the security interest become an accession, is entitled to
2013, No. 5 Personal Property Securities 23

reimbursement for any damages to the interest of the person in
the whole that is caused during the removal of the accession,
other than reimbursement for reduction in the value of the
whole that is caused by the absence of the accession or by the
necessity of replacement.
(6) The person entitled to reimbursement under subsection
(5) may refuse permission to remove the accession until the
secured party has given adequate security for the
reimbursement.
(7) The secured party may apply to a court for one (1) or
more of the following:
(a) an order determining the person who is entitled to
reimbursement under this section;
(b) an order determining the amount and kind of security
to be provided by the secured party;
(c) an order specifying the depository for the security;
(d) an order authorising the removal of the goods
without the provision of security for
reimbursement.
(8) A person who has an interest in the whole that is
subordinate to a security interest in an accession as provided in
this section may, before the accession has been removed from
the whole by the secured party, retain the accession on payment
to the secured party of the lesser of:
(a) the amount secured by the security interest entitled to
priority; or
(b) the market value of the accession if the accession
were removed from the other goods.
(9) The secured party who has a right to remove the
accession from the whole must give a notice of the secured
party’s intention to remove the accession to each person:
(a) who is known by the secured party to have an interest
in the whole; or
(b) who has registered a notice -
(i) using the name of the debtor and
mentioning the other goods; or
(ii) according to the serial number of the
other goods if they are serial numbered
vehicles.
24 Personal Property Securities 2013, No. 5

(10) The notice under subsection (9) must contain:
(a) the name and address of the secured party; and
(b) a description of the goods to be removed; and
(c) the amount required to satisfy the obligations secured
by the security interest; and
(d) the estimated market value of the accession; and
(e) a description of the other goods; and
(f) a statement of intention to remove the accession
unless the amount mentioned in subsection (9) is
paid on or before a specified day that is not less
than five (5) days after the notice is given.
(11) A notice under subsection (9) must be given:
(a) at least 15 days before removal of the accession; and
(b) by delivery addressed to the address of the person to
be notified as it appears on the notice.

29. Commingled goods-(1) A security interest may not be
created in commingled goods.
(2) If collateral to which a security interest has attached
becomes commingled, the security interest attaches to the
product or mass.
(3) If a security interest is perfected before the collateral
becomes commingled, the security interest continues to be
perfected in the product or mass.
(4) The priority of the security interest under subsection (3)
in the product or mass is measured from the time of perfection
of the security interest in the collateral that became
commingled, except as limited by subsection (5).
(5) If more than one (1) security interest attaches to the
product or mass, the following rules determine priority:
(a) a security interest that is perfected has priority over a
security interest that is unperfected at the time
the collateral becomes commingled goods;
(b) the first security interest to attach to the product or
mass has priority among unperfected security
interests;
2013, No. 5 Personal Property Securities 25

(c) if more than one (1) security interest is perfected, the
perfected security interests rank equally in
proportion to the value of the collateral at the
time it became commingled.

30. Subordination-(1) A secured party may, in a security
agreement or other agreement, subordinate its security interest
to any other interest, and the subordination is effective
according to its terms between the parties and may be enforced
by a third party if the third party is the person or one (1) of a
class of persons for whose benefit the subordination was
intended.
(2) A subordination of security interest does not need to be
registered to be effective.

31. Meaning of “knowledge”-(1) For the purposes of this
Act:
(a) an individual knows or has knowledge of a fact in
relation to a particular transaction when that
individual has actual knowledge of the fact or
receives a notice stating the fact; and
(b) an organisation knows or has knowledge of a fact in
relation to a particular transaction when -
(i) the person within the organisation with
responsibility for matters to which the
transaction relates has actual knowledge of
the fact; or
(ii) the organisation receives a notice
stating the fact; or
(iii) the fact is communicated to the
organisation in such a way that it would have
been brought to the attention of the person
with responsibility for matters to which the
transaction relates if the organisation had
exercised reasonable care; and
(c) a government department knows or has knowledge of
a fact in relation to a particular transaction when
that fact has been brought to the attention of a
senior officer of the government department with
26 Personal Property Securities 2013, No. 5

responsibility for the matters to which the fact
relates, under circumstances in which a
reasonable person would take cognisance of it.
(2) Registration of a notice in the Registry is not
constructive notice or knowledge of its existence or contents to
any person.
PART III
FILING
Division 1 – Registry operation
32. Establishment of electronic filing Registry-(1) The
Registry for electronic filing of personal property securities is
established by this section within the Ministry for the purposes
of this Act.
(2) The functions of the Registry are:
(a) to provide electronic means for filing of notices of
security interest and liens; and
(b) to provide for searching for notices; and
(c) to keep and maintain the electronic records as official
or public records for the purpose of this Act; and
(d) to receive and file any notice of a security interest or
other interest in movable property or any notice
of lien in movable property, required under this
Act; and
(e) to carry out any other functions given to it under this
Act.
33. Public record-(1) Information contained in a filed
notice is a public record.
(2) Indices and other records created by the Registry with
respect to notices are public records.
(3) A person may inspect notices in the Registry.
Division 2 – Notices to be filed
34. Initial notice-(1) An initial notice of security interest is
sufficient if it:
(a) identifies the secured party or an agent of the secured
party by name and provides an address; and
2013, No. 5 Personal Property Securities 27

(b) describes the collateral covered by the notice, and if
the collateral is a fixture, the notice must
describe the immovable property to which a
fixture is to be affixed.
(2) A debtor must authorise the filing of an initial notice by
signing a security agreement or a separate agreement as follows:
(a) a signature may be any tangible indication of the
debtor’s intent to enter the agreement; and
(b) the debtor’s authorization -
(i) may not be contained in the notice;
and
(ii) may not be disclosed to the Registrar;
and
(iii) may be given after filing.
(3) By signing a security agreement, a debtor authorises the
filing of an initial notice covering the collateral described in the
security agreement, and proceeds of the collateral, whether or
not the security agreement expressly covers proceeds.
(4) A notice may be filed before a security agreement is
concluded or before a security interest attaches to collateral.
(5) A notice may relate to one (1) or more security
agreements.
(6) A notice of lien may be filed by the following:
(a) a lien holder without the consent of the lienee;
(b) on the property of an insolvent company, the court or
an administrator appointed by the court; or
(c) on the property of a judgment debtor, by the court; or
(d) on the movable property of a delinquent taxpayer, by
Government.
(7) A notice substantially complying with the requirements
of this Division is effective unless it is seriously misleading by
not providing the identification number of the debtor.
35. Name of debtor and secured party-(1) A notice
sufficiently provides the name of a debtor if the name appears as
follows in the notice:
(a) if the debtor is a natural person, Samoan citizen
or resident and a member of the Samoa National
28 Personal Property Securities 2013, No. 5

Provident Fund, the name as it appears on his or
her certificate of membership in the Fund,
together with his or her birth date;
(b) if the debtor is a natural person, Samoan citizen or
resident and not a member of the Samoa National
Provident Fund -
(i) the name as it appears on his or her
birth certificate or marriage certificate,
together with his or her birth date; or
(ii) if the debtor does not have a birth
certificate or marriage certificate, the name as
it appears on his or her driver’s licence,
together with his or her birth date;
(c) if the debtor is a natural person, Samoan citizen or
resident and has none of the types of
identification documents under paragraphs (a) to
(c), the name as it appears on any other type of
identification document registered with or issued
by Government, together with his or her birth
date;
(d) if the debtor is a natural person, Samoan citizen and
is a rightful holder of one (1) or more Matai titles
in accordance with the Land and Titles Act 1981,
then the Matai titles must also be provided on the
notice;
(e) if the debtor is a natural person and not a Samoan
citizen, the debtor’s name as provided in his or
her passport;
(f) if the debtor is an entity incorporated by law in
Samoa, the name of the debtor as shown on the
registration records of the entity;
(g) if the debtor is a distinct legal entity which is not
registered by law, the name of the entity as it
appears on the document creating the entity;
(h) if the debtor is a foreign entity authorised to do
business under a law of Samoa, the name of the
debtor as shown on its certificate to do business
in Samoa;
2013, No. 5 Personal Property Securities 29

(i) if the debtor is a foreign entity not authorised to do
business under a law of Samoa, the name of the
debtor as shown on the registration document in
the country of registration.
(2) A notice that sufficiently provides the name of the debtor
is not rendered ineffective by the presence or absence of a trade
name, alias name or other name of the debtor.
(3) A notice that provides only the debtor’s trade name, alias
name or other name does not sufficiently provide the name of a
debtor.
(4) A notice may provide the name of more than one (1)
debtor and the name of more than one (1) secured party.
(5) The failure to indicate on a notice that a person is a
representative of the secured party does not affect the
sufficiency of a notice.

36. Effectiveness of notice-(1) A notice is effective at the
time it is discoverable on the records of the Registry.
(2) A notice is effective for five (5) years unless a
continuation notice is filed before the period lapses.
(3) When the period lapses, a notice becomes ineffective,
and the security interest that was perfected by the notice
becomes unperfected unless it is perfected by other means.

37. Effects of change of circumstances-(1) A filed notice
remains effective with respect to collateral that is sold,
exchanged, leased, licensed, or disposed of and in which a
security interest continues, even if the secured party knows of or
consents to the disposition.
(2) If a debtor changes its name so that a filed notice
becomes seriously misleading, the notice is effective to perfect a
security interest in collateral acquired by the debtor before or
within six (6) months after the change only if an amendment to
the notice is filed within six (6) months of the change that
changes the name.
(3) Except as provided in subsection (2), a notice remains
effective if, after the notice is filed, a change of circumstances
renders the notice seriously misleading.
30 Personal Property Securities 2013, No. 5

38. Amendment of notice-(1) An initial notice may be
amended and an amended notice must:
(a) identify the initial notice by its file number; and
(b) identify each secured party who authorises the
amendment; and
(c) provide all of the information required for an initial
notice.
(2) An amended notice that adds collateral or adds a debtor
must be authorised by the debtor by signing the security
agreement or other written agreement.
(3) An amendment that adds a debtor or adds collateral is
effective as to the added debtor or added collateral only from
the date of the registration of the amendment.
(4) An amended notice is effective only as to each secured
party who authorises it.
(5) An amended notice that adds collateral or a debtor is
effective as to the added collateral or debtor from the date of
filing of the amended notice.
(6) By signing a security agreement, a debtor authorises the
registration of an amendment, covering the collateral described
in the security agreement, and proceeds of the collateral,
whether or not the security agreement expressly covers
proceeds.
(7) The registration of an amendment does not extend the
period of effectiveness of a notice.

39. Continuation-(1) The period of effectiveness of a notice
may be continued by filing a continuation notice that:
(a) identifies the initial notice by its file number; and
(b) identifies each secured party who authorises the
continuation notice.
(2) A continuation notice may be filed only within six (6)
months before the expiration of the effective period of the
notice.
(3) When a continuation notice is filed within six (6)
months, the effectiveness of the initial notice is continued for
five (5) years commencing on the day on which the notice
would have become ineffective in the absence of the
registration.
2013, No. 5 Personal Property Securities 31

(4) The effectiveness of a notice is continued only for the
secured party who authorised the registration of the continuation
statement.
(5) Upon the expiration of the new 5-year period, the notice
lapses with respect to the secured party unless, before the lapse,
another continuation statement authorised by that secured party
is registered and succeeding continuation statements may be
registered in the same manner to continue the effectiveness of
the notice.

40. Termination-(1) The effectiveness of a notice may be
terminated by filing a termination notice that:
(a) identifies the initial notice by its file number; and
(b) identifies each secured party who authorises the
termination notice; and
(c) indicates that the initial notice is no longer effective
with respect to each secured party who
authorised the termination notice.
(2) Within 30 days after a secured party receives a written
demand from the debtor, the secured party must file a
termination notice if:
(a) there is no outstanding secured obligation and no
commitment to make an advance or give value;
or
(b) the debtor did not authorise filing of the initial
notice.
(3) If a secured party that is obligated to file a termination
under this section fails to file the termination within 30 days
after receiving a written demand, the debtor may commence an
action against the secured party to compel the secured party to
file the termination.
(4) If the secured party subsequently files the termination,
the secured party is liable to the debtor for all reasonable costs
and expenses incurred by the debtor in pursuing the action
against the secured party under subsection (3).
(5) Within 30 days after a lien holder receives a written
demand from the debtor, the lien holder must file a termination
notice if full payment of past due amounts, penalties and interest
has been made.
32 Personal Property Securities 2013, No. 5

(6) A termination notice terminates effectiveness of the
initial notice as to each authorising secured party or the lien
holder only if the termination statement is authorised in a signed
record by that secured party.

41. Notice of objection-(1) A person may file a notice of
objection to a notice of security interest that identifies the
person as a debtor if the person believes that the notice is
inaccurate or was wrongfully filed.
(2) A notice of objection must:
(a) identify the notice to which it relates by its file
number; and
(b) name the person who files the notice of objection;
and
(c) provide the basis for the person’s belief that the
notice of security interest is inaccurate or was
incorrectly or wrongfully filed.
(3) Filing of a notice of objection does not affect the
effectiveness of a notice of security interest.

Division 3 –Authority and duties of the Registrar

42. Appointment of the Registrar-(1) The Minister must
appoint a person to hold office as the Registrar to administer the
day-to-day activities of the Registry.
(2) The functions of the Registrar are:
(a) to administer the day-to-day activities and functions
of the Registry; and
(b) to ensure that all obligations of the Ministry under
this Act are fully discharged by the creation and
businesslike maintenance of an electronic
information system that provides for the filing of
notices of security interests and notices of the
interests of lien creditors, and for the search of
such notices by any person; and
(c) to carry out the functions provided under this Act.
(3) A person must not have a claim against the Registrar, or
Ministry or Government for errors in Registry records
committed by a person who files a notice, or for failure to
2013, No. 5 Personal Property Securities 33

provide registry services for reasons beyond the control of the
Registrar, Ministry or Government.
(4) The functions and duties of the Registrar are
administrative, and by filing a notice or refusing to file a notice,
the Registrar does not determine the sufficiency, correctness,
authenticity, or validity of the notice or any information
contained in the notice.
(5) The filing of a notice does not create a security interest
in collateral and does not provide evidence that a security
interest in collateral exists.

43. Registrar duties-(1) For each notice filed, the Registrar
must:
(a) assign it a unique file number; and
(b) create a record that bears the number assigned to the
initial notice and the date and time of filing; and
(c) maintain the record for public inspection.
(2) The Registrar must ensure that the Registry carries out
the following:
(a) index notices by the name of the debtor and, for
notices containing a serial number of a motor
vehicle, by serial number; and
(b) return a copy of the electronic record of the notice, to
include the file number and the date and time of
filing; and
(c) maintain the capability to retrieve a record by the
name of the debtor, by the file number assigned
to the initial notice and, for notices containing
the serial number of a motor vehicle, by serial
number; and
(d) maintain records of lapsed notices for a period of 10
years from the date of lapse.

44. Refusal to file notice-(1) The Registrar may refuse to
file a notice because:
(a) for an initial notice, it does not provide the name of a
debtor; or
(b) for an amended notice, it does not -
(i) provide the name of a debtor; or
34 Personal Property Securities 2013, No. 5

(ii) provide the file number of the initial
notice; or
(iii) identify an initial notice for which
effectiveness has lapsed; or
(iv) identify an authorising secured party;
or
(c) for a continuation notice, it -
(i) does not provide the file number of the
initial notice; or
(ii) does not identify an initial notice for
which effectiveness has lapsed; or
(iii) was not presented within the
permitted period of six (6) months; or
(iv) does not identify an authorising
secured party; or
(d) for a termination notice, it -
(i) does not provide the file number of the
initial notice; or
(ii) identifies an initial notice that has
lapsed; or
(iii) does not identify an authorising
secured party; or
(e) less than the full filing fee is tendered, or no
arrangement has been made for payment of fees
by other means.
(2) If the Registrar refuses to file a notice, the Registrar
must promptly communicate the fact of and reason for the
refusal to the person who presented the notice.

Division 4 – Information from Registry

45. Search of filing office records and certified report-(1)
The Registrar must ensure that the Registry communicates the
following information to a person who requests it:
(a) whether there is in the Registry any effective notice
that designates a particular file number, debtor
name or vehicle serial number;
(b) the file number, and the date and time of filing of a
notice;
2013, No. 5 Personal Property Securities 35

(c) the name of a debtor and the name and address of
each secured party on a notice;
(d) any other information contained in a notice.
(2) If requested, the Registrar must issue a certified report of
the results of a search that is an official record of the Registry
and the certified report is admissible in a court without extrinsic
evidence of its authenticity.
(3) The purpose of information provided by the Registry is
only to give notice of the possible existence of a security
interest in collateral.
(4) For more complete information, the person who
requested the information may inquire of the secured party and
the secured party may disclose the following:
(a) the nature and amount of the secured obligation;
(b) a detailed description of the collateral;
(c) the remaining balance on the obligation;
(d) whether or not the secured party has an obligation to
make future advances under its agreement with
the debtor;
(e) the duration of the obligation under the security
agreement;
(f) the identity of all debtors and secured parties who are
parties to the security agreement.
Division 5 – Filing fees
46. Fees set by regulation-(1) The fees for filing a notice
and for requesting a certified search report are as prescribed by
regulations to recover the costs of operation.
(2) No fee is required:
(a) for access to examine the records of the filing office
by electronic means or for other services; or
(b) for filing of a termination notice or a notice of
objection.
PART IV
ENFORCEMENT OF SECURITY INTERESTS
Division 1 – Secured Party’s Rights
47. Secured party rights upon default by debtor-(1) If the
debtor defaults on its obligation to pay or perform, or upon the
36 Personal Property Securities 2013, No. 5

occurrence of another event of default, the security interest
becomes enforceable.
(2) Upon default, the secured party has the following rights:
(a) the rights and remedies set forth in the security
agreement;
(b) the right to possession or control of the collateral,
even if the security agreement is silent about
possession or control;
(c) the right to dispose of the collateral;
(d) other rights or remedies provided in this Act or any
other Act.
(3) Where the collateral is goods of a kind that cannot be
readily moved from the debtor’s building or of a kind for which
adequate storage facilities are not readily available, the secured
party may seize or repossess the collateral without removing it
from the debtor’s building in any manner by which a police
officer, acting pursuant to a writ of execution, may seize
without removal, if the secured party’s interest is perfected by
registration.
(4) Where subsection (3) applies, the secured party may
dispose of collateral on the debtor’s building, but must not cause
the person in possession of the building any greater
inconvenience and cost than is necessarily incidental to the
disposal.
(5) Subject to any other Act or law to the contrary, where
the same obligation is secured by an interest in land and a
security interest to which this Act applies, the secured party
may:
(a) without limiting the secured party’s rights, remedies
and duties with respect to the land, proceed
pursuant to this Part as to the personal property;
or
(b) proceed as to both the land and the personal property,
in which case -
(i) the secured party’s rights, remedies
and duties with respect to the land apply to
the personal property, with any necessary
modification, as if the personal property were
land; and
2013, No. 5 Personal Property Securities 37

(ii) this Part does not apply.
(6) Where the secured party sells the land and personal
property, for the purpose of distributing the amount received
from the sale of the land and personal property where the
purchase price is not allocated to the land and the personal
property separately, the amount of the total price that is
attributable to the sale of the personal property is the market
value of the personal property at the time of sale.

48. Recovery without judicial process in certain cases-(1)
Upon default, a secured party with a security interest in an
account, secured sales contract or payment intangible:
(a) may instruct the account debtor to make payment to
the secured party; and
(b) must apply such payment to satisfaction of the
obligation secured by the security interest after
deducting the secured party’s reasonable
collection expenses.
(2) Upon default, a secured party with a security interest in a
document that is perfected by possession may proceed as to the
goods covered by the document.
(3) If so agreed, and in any event after default:
(a) a bank with a perfected security interest in a deposit
account maintained by the bank may apply the
balance of the deposit account to the obligation
secured by the deposit account; and
(b) in other cases, a secured party that has a security
interest in a deposit account perfected by control
may instruct the bank to pay the balance of the
deposit account to the secured party’s account.
(4) The secured party may act under this section without
judicial process, despite any other provision of this Act.

49. Expedited possession by secured party-(1) In cases not
covered by section 50, the secured party may take possession or
control of collateral without legal process if:
(a) the security agreement so provides; or
(b) the debtor has agreed in writing after default; and
38 Personal Property Securities 2013, No. 5

(c) the possession or control can be taken without a
breach of the peace.
(2) In this section, “breach of the peace” includes:
(a) entering the building of the debtor without
permission; or
(b) resorting to physical violence or intimidation; or
(c) being accompanied by a police officer when taking
possession or confronting the debtor.
(3) If the collateral is a fixture, the secured party may
remove it from the immovable property to which it is fixed
without judicial process only if the debtor has agreed in writing
after default and if the secured party complies with section 26.
(4) If, upon default, the secured party cannot take possession
or control of collateral without breach of the peace, or if the
debtor does not agree after default to removal of collateral that
is a fixture, the secured party may proceed as follows:
(a) the secured party is entitled to an expedited hearing
upon application for a pre-judgment order
granting the secured party possession of the
collateral (the application must include a
statement by the secured party, under oath or
affirmation, verifying the existence of the
security agreement attached to the application
and identifying at least one (1) then existing
event of default by the debtor under the security
agreement);
(b) the secured party must serve a copy of the
application on the debtor, including a copy of all
documents and supporting evidence submitted to
the court;
(c) the court must schedule the hearing under paragraph
(a) at the earliest available time; but no hearing is
to be conducted without service on the debtor of
the application and reasonable notice of the
hearing unless -
(i) the court finds that the secured party
has made reasonable efforts to serve the
application on the debtor and that such efforts
have not been successful; or
2013, No. 5 Personal Property Securities 39

(ii) the court finds that the hearing should
be conducted without delay to prevent
damage to the collateral, substantial loss of
the collateral’s value or impairment of the
secured party’s right to possession;
(d) if the court finds, after hearing, that it is probable that
a default has occurred under the security
agreement and that the secured party has a right
to take possession of the collateral, the court
must enter a pre-judgment order -
(i) granting the secured party possession
of the collateral pending final judgment or
further order of the court; and
(ii) directing, if required, the debtor to
take such action as the court deems necessary
and appropriate so that the secured party may
take possession;
(e) if the court enters an order under paragraph (d)
granting the secured party pre-judgment
possession of the collateral, it must also, upon
application by the secured party, enter an order
permitting the prejudgment sale or other
disposition of the collateral under section 52
unless the collateral is rare or unique, or
otherwise of such a nature that it is unlikely to be
replaceable;
(f) for a disposition under this subsection, the secured
party must retain possession of the proceeds of
the disposition pending final judgment or further
order of the court unless the court, in its sole
discretion, orders that the proceeds be held in
escrow;
(g) a secured party who takes possession of collateral
under an order issued under paragraph (d) must
use reasonable care in the custody and
preservation of collateral in the secured party’s
possession, pending disposition under paragraph
(e) or a final judgment or further order of the
court;
40 Personal Property Securities 2013, No. 5

(h) unless otherwise agreed, while the collateral is in the
possession of the secured party, reasonable
expenses may be charged to the debtor and
secured by the collateral, including the cost of
any insurance, and the payment of taxes or fees
associated with the collateral.
(5) Despite subsection (4), a secured party may elect to
proceed to judgment with respect to collateral and to enforce the
judgement under the Judgment Summonses Act 1965.
(6) A person who willfully and forcibly obstructs a secured
party or a secured party’s agent from lawfully exercising any
power to take possession of collateral commits an offence and is
liable on conviction to a fine not exceeding 500 penalty units or
to imprisonment for a period not exceeding three (3) years, or
both.

Division 2 – Disposition or retention of collateral

50. Right to dispose of collateral-(1) After default, a
secured party may sell, lease, license or otherwise dispose of a
collateral, publicly or privately.
(2) A collateral may be sold in separate lots or as a whole.
(3) A secured party may buy at any public or private sale.

51. Commercial reasonableness required-(1) In disposing
of collateral, the secured party must act in a commercially
reasonable manner.
(2) A disposition is not commercially unreasonable merely
because a better price could have been obtained by disposition
at a different time or by a different method from the time and
method adopted by the secured party.
(3) A disposition is commercially reasonable if the secured
party disposes of the collateral in conformity with commercial
practices among dealers in that type of property.
(4) If a method of disposition of collateral has been
approved in any legal proceeding, it is conclusively deemed to
be commercially reasonable, but no such approval is required by
this Act.
2013, No. 5 Personal Property Securities 41

52. Notice of disposition-(1) At least 10 days prior to
disposition of the collateral, the secured party must give a notice
of disposition to the following:
(a) the debtor;
(b) any other secured party or lien holder who, five (5)
days before the date notice is given, held a
security interest or lien in the collateral that was
perfected by filing;
(c) any other person from whom the secured party
received notice of a claim of an interest in the
collateral if the notice was received before the
secured party gives notice of the proposed
disposition.
(2) The debtor may waive the right to be notified.
(3) A notice of disposition is sufficient if the notice sets out
the following:
(a) identifies the debtor and the secured party;
(b) describes the collateral;
(c) states the method of intended disposition;
(d) states the time and place of a public sale, or the place
to which closed tenders may be delivered and the
day after which closed tenders will not be
accepted, or the day after which any other private
disposition of the collateral is to be made.
(4) The requirement for notice of disposition described in
subsection (1) does not apply if:
(a) the collateral is perishable; or
(b) the secured party believes on reasonable grounds that
the collateral will decline speedily in value if not
disposed of as soon as practicable; or
(c) the cost of care and storage of the collateral is
disproportionately large in relation to its value;
or
(d) the collateral is of a type that is to be disposed of by
sale on an organised market that handles large
volumes of transactions between many different
sellers and many different buyers; or
42 Personal Property Securities 2013, No. 5

(e) after default, each person entitled to receive a notice
of disposition consents in writing to the
disposition of the collateral without compliance
with the notice of disposition requirements; or
(f) for any other reason, a court, on application by one
(1) party only, is satisfied that a notice is not
required.

53. Secured party possession of collateral-(1) A secured
party must use reasonable care in the custody and preservation
of collateral in the possession of the secured party and, unless
the parties agree, in the case of an instrument or chattel paper,
reasonable care includes taking necessary steps to preserve
rights against other persons.
(2) Unless the parties agree, where collateral is in the
secured party’s possession:
(a) reasonable expenses, including the cost of insurance
and payment of taxes or other charges incurred in
obtaining and maintaining possession of the
collateral, are chargeable to the debtor and are
secured by the collateral; and
(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; and
(c) the secured party may hold as additional security any
increase or profits, except money, received from
the collateral, and must apply any money so
received, unless remitted to the debtor,
immediately on its receipt in reduction of the
obligation secured; and
(d) the secured party must keep the collateral
identifiable, but fungible collateral may be
commingled.
(3) Subject to subsection (1), a secured party may use the
collateral:
(a) in the manner and to the extent provided in the
security agreement; or
2013, No. 5 Personal Property Securities 43

(b) for the purpose of preserving the collateral or its
value; or
(c) under an order of the court.
(5) The collateral may be disposed of by the secured party in
its existing condition or after repair, processing or preparation
for disposition.

54. Notice and claim for distribution-(1) At least 10 days
before distribution of the proceeds of disposition, the secured
party must give notice of the proposed distribution to the
persons required to receive notice of disposition.
(2) A notice under subsection (1) must state the following:
(a) the earliest date on which distribution may occur;
(b) that the person may present a claim for distribution;
(c) the address to which the claim must be presented;
(d) the type of proof of the claim that must be provided.
(3) The notice of proposed distribution may be included in
the notice of disposition or provided separately.
(4) If the secured party receives a claim from any other
secured party, lien holder or other person from whom the
secured party received notice of a claim of an interest in the
collateral before distribution of the proceeds is completed, the
claim must be included in the distribution process.
(5) If the secured party so requests, a claimant must provide
proof of the interest or lien before distribution is completed.

55. Application of proceeds and clear title of buyer-(1)
The proceeds of disposition must be applied in the following
order:
(a) the reasonable expenses of retaking, holding,
preparing for disposition, and disposing of the
collateral, including reasonable solicitors’ fees
and legal expenses incurred by the secured party;
(b) the satisfaction of obligations secured by any priority
status security interest or lien;
(c) the satisfaction of the obligation secured by the
security interest of the enforcing secured party;
44 Personal Property Securities 2013, No. 5

(d) the satisfaction of obligations secured by any
subordinate security interest or lien in the
collateral if a written demand and proof of the
interest are received before distribution of the
proceeds is completed.
(2) The secured party must account to the debtor for any
surplus, and, unless otherwise agreed, the debtor is liable for
any deficiency.
(3) Where collateral is sold to a purchaser who acquires the
interest for value in good faith and who takes possession of it:
(a) all security interests in the collateral and their
proceeds that are subordinate to the security
interest of the secured party who sold the
collateral are extinguished on the sale of the
collateral; and
(b) the purchaser acquires the collateral free from the
interests of the secured party, the debtor and any
subordinate secured party or lien holder.

56. Retention of collateral by secured party-(1) After
default, the secured party may propose to the debtor to take all
or part of the collateral in satisfaction of all or a part of the
debtor’s obligation, and must give notice of the proposal to the
following:
(a) the debtor;
(b) any other secured party or lien holder who, five (5)
days before the notice is given to the debtor, has
perfected its security interest or lien by filing;
(c) any other person with an interest in the collateral
who has given a written notice to the secured
party before the notice is given to the debtor.
(2) If the secured party receives objection in writing from a
person entitled to receive notice under subsection (1) within 15
days after the notice was given, the secured party must dispose
of the collateral as provided in this Division unless otherwise
directed by a court.
2013, No. 5 Personal Property Securities 45

(3) If no objection is received within the 15 days period, the
secured party is deemed to have irrevocably elected to retain the
collateral in satisfaction of the debtor’s obligation in accordance
with the proposal.
(4) The secured party may request that any person
mentioned in subsection (1), other than the debtor, provide
proof of that person’s interest and, unless the person provides
proof not later than 10 days after the secured party’s request, the
secured party may proceed as if no objection were received
from the person.
(5) On application by a secured party, a court may determine
that an objection to the proposal of a secured party is ineffective
on the ground that:
(a) the person made the objection for a purpose other
than the protection of an interest in the collateral
or proceeds of a disposition of the collateral; or
(b) the market value of the collateral is less than the total
amount owing to the secured party and the costs
of disposition.
(6) If collateral that was retained by the secured party is sold
to a purchaser who acquires the interest for value and in good
faith and who takes possession of it, the purchaser acquires the
collateral free from the interests of the secured party, the debtor
and any subordinate secured party or lien holder.

Division 3 – Debtor rights

57. Debtor’s right to reinstate security agreement-(1) The
debtor, other than a guarantor or indemnitor, may, at any time
after the secured party has taken possession of the collateral but
before the secured party sells or agrees to sell the collateral
under this Act, reinstate the security agreement by:
(a) paying to the secured party the amount required to
reinstate the security agreement or, where the
security agreement secures the performance of an
obligation other than the payment of money,
performing any accrued obligations; and
(b) remedying any default in so far as it is capable of
being remedied.
46 Personal Property Securities 2013, No. 5

(2) In this section:
“amount required to reinstate the agreement” means the
aggregate of -
(i) an amount which has fallen due for
payment under the security agreement and
has not been paid, including, without
limitation, interest or other charges, exclusive
of any acceleration clause in the security
agreement; and
(ii) the reasonable cost or expense of the
secured party of and incidental to taking
possession of, holding, storing, repairing,
maintaining, valuing, and preparing for the
sale of, the collateral and of returning it to the
order of the debtor; and
(iii) the cost reasonably and actually
incurred by the secured party in doing any
act, matter, or thing necessary to remedy any
default by the debtor.
“accrued obligations” means obligations which have fallen
due for performance under the security agreement and
have not been performed.
(3) Unless agreed, the debtor is not entitled to reinstate a
security agreement:
(a) more than once, if the security agreement provides
for payment in full by the debtor not later than 12
months after the day on which value was given
by the secured party; or
(b) more than once in each year, if the security
agreement provides for payment by the debtor
during a period greater than one (1) year after the
day on which value was given by the secured
party.

58. Consequences of reinstating agreement-(1) If the right
to reinstate the agreement is exercised under section 59:
(a) upon the receipt of the required amount, or
confirmation of the performance of the accrued
obligations and the default being remedied, the
2013, No. 5 Personal Property Securities 47

secured party must immediately return the
collateral to the debtor; and
(b) the debtor is deemed to receive and hold the returned
collateral pursuant to the terms of the security
agreement as if the default had not occurred and
the secured party had not taken possession of the
collateral.
(2) If the collateral is returned to the debtor under subsection
(1)(a) and a particular default has not been remedied, the
secured party has no right, arising out of that default, to retake
possession of the collateral unless:
(a) by notice in writing served on the debtor at the time
of the return of the collateral, the secured party
specifies the default and requires it to be
remedied; and
(b) the debtor fails to remedy the default within a period
to be specified in the notice (being a period of
not less than 14 days after the service of the
notice on the debtor).

59. Redemption-(1) A person who is entitled to receive a
notice of disposition may redeem the collateral unless:
(a) the person has not, after the default, waived in
writing the right to redeem;
(b) the secured party has not yet disposed of or
contracted for disposition of the collateral; and
(c) the secured party has not irrevocably elected to retain
the collateral.
(2) To redeem the collateral, the person must tender
performance of all obligations secured by the collateral and pay
the reasonable expenses that were incurred to seize, hold, repair
and prepare the collateral for disposition.

60. Remedies for secured party non-compliance-(1) If the
secured party does not comply with the requirements of this
Part, a court may order or restrain disposition of collateral.
(2) If disposition has occurred, the debtor or any person
entitled to be informed or whose security interest has been made
known to the secured party prior to the disposition has a right to
48 Personal Property Securities 2013, No. 5

recover from the secured party any loss caused by a failure to
comply with this Part.

PART V
MISCELLANEOUS

61. Pre-emption of conflicting Acts - If there is a conflict
between a provision of this Act and a provision of any other
law, other than the Constitution, this Act prevails unless the
other law specifically amends or repeals this Act.

62. Regulations and orders-(1) The Head of State, acting
on the advice of Cabinet, may make regulations:
(a) prescribing fees that are payable under this Act; or
(b) prescribing all matters which are required or
permitted by this Act to be prescribed; or
(c) prescribe all matters which are necessary or
convenient to be prescribed for carrying out or
giving effect to this Act.
(2) The Minister may, by order published in the Savali:
(a) prescribe the manner in which fees prescribed under
subsection (1)(a), are to be paid under this Act;
and
(b) approve forms, if any, and certificates for the
purpose of this Act.

63. Offences-(1) A person who, maliciously or fraudulently,
registers a notice commits an offence and is liable upon
conviction to a fine not exceeding 1000 penalty units or
imprisonment for a period not exceeding seven (7) years, or
both.
(2) A person who, willfully and without lawful or proper
authorisation, destroys or tampers with any record that is in the
Registry, commits an offence and is liable upon conviction to a
fine not exceeding 1000 penalty units or imprisonment for a
period not exceeding seven (7) years, or both.
2013, No. 5 Personal Property Securities 49

(3) A person who attempts to do any act that is referred to in
subsection (2) commits an offence and is liable upon conviction
to a fine not exceeding 500 penalty units or imprisonment for a
period not exceeding three (3) years, or both.
(4) Despite the Criminal Procedure Act 1972, any
information for an offence under this Act may be laid at any
time within three (3) years after the date of the offence.
(5) This Act does not affect the liability of any person under
any other Act or law.

64. Repeal and transitional-(1) The Chattels Transfer Act
1975 is repealed.
(2) This section applies to:
(a) transactions concluded prior to the commencement
of this Act that would be subject to this Act
if it had been in effect at the
time the transactions were concluded, (“prior
transaction”); and
(b) the right of a lien creditor whose right arose prior to
the commencement of this Act, (“prior lien”).
(3) The validity and effect of a prior transaction or prior lien
that was concluded before the commencement of this Act must
be determined by reference to the Act in effect when the
agreement was concluded, except as provided otherwise in this
section.
(4) A secured party in a prior transaction or the holder of a
prior lien may file a notice of the interest in the same manner as
provided for a notice of a security interest and the authorisation
of the debtor is not required.
(5) If the secured party in a prior transaction or the holder of
a prior lien filed a notice or otherwise perfected its interest by a
means provided in this Act within 90 days after the
commencement of this Act, its priority must be measured from
the commencement of this Act.
(6) If the notice of an interest created by a prior transaction
or prior lien is filed or perfected after 90 days from the
commencement of this Act, its priority must be measured from
the date of filing.
50 Personal Property Securities 2013, No. 5

(7) Priority between a security interest perfected under this
Act and an interest created by a prior transaction or a prior lien
for which a notice has not been filed under this section or
otherwise perfected under this Act must be determined under
this Act.
(8) The interest created under the prior transaction or prior
lien is, for that purpose, deemed to be an unperfected security
interest.

65. Consequential amendments-(1) In the Companies Act
2001:
(a) for section 155 substitute:

“A charge, mortgage or other pledge that is not
registered under any other Act governing the registration or
filing of charges, mortgages or other pledges against
company property is void as against the administrator, the
liquidator, receiver and any creditor of the company.”; and

(b) sections 325(1)(c), 325(2) and Schedule 7 are
repealed; and
(c) in Schedule 1, for the definition of “registered
charge” substitute:

“A charge, mortgage or other pledge that is registered
under any other Act governing the registration or filing of
charges, mortgages or other pledges against company
property.”.

(2) Part III (which includes sections 24 to 32) of the
Industrial and Provident Societies Act 1968 is repealed.
(3) In the Mercantile Law Act 1975, after section 3(1),
insert:

“(1A) Where a mercantile agent is, with the consent of
the owner, in possession of goods, or documents of title to
the goods, that are subject to a perfected security interest
under the Personal Property Securities Act 2013, the person
2013, No. 5 Personal Property Securities 51

taking under any disposition of the goods is deemed to have
notice that the person making the disposition has no
authority to make it, unless it is proved that the authority did
exist.”.

(4) In the Sale of Goods Act 1975:
(a) after section 22(2)(b) insert:

“(c) The provisions of the Personal Property
Securities Act 2013 enabling a purchaser of
goods to acquire good title to the goods.”;
and

(b) after section 25(1) insert:

“(1A) Subsection (1) does not apply to a delivery or
transfer of goods or documents of title to the goods by a
person who is, with the consent of the holder of a security
interest that has been perfected under the Personal Property
Securities Act 2013, in possession of the goods or
documents of title to the goods.”; and

(c) in section 25(2), for “:” substitute “.”, and omit the
proviso; and
(d) after section 25(2) insert:

“(2A) Subsection (2) does not apply to a delivery or
transfer of goods or documents of title to the goods by a
person who is, with the consent of the holder of a security
interest that has been perfected under the Personal Property
Securities Act 2013, in possession of the goods or
documents of title to the goods.”; and

(e) after the newly inserted section 25(2A), insert:

“(3) In this section:
“mercantile agent” has the same meaning as in Part I of
the Mercantile Law Act 1975;
52 Personal Property Securities 2013, No. 5

“security interest” has the same meaning as in the
Personal Property Securities Act 2013.”.

(5) In the Schedule to the Stamp Duty Ordinance 1932:
(a) in Item No. 1, for exemption (e) substitute:

“(e) Charges under the Personal Property Securities
Act 2013 - any fee prescribed under the
Personal Property Securities Act 2013.”; and

(b) in Item No. 11, for exemption (b) substitute:

“(b) Any fee prescribed under the Personal Property
Securities Act 2013.”.

__________
The Personal Property Securities Act 2013 is administered
by the Ministry of Commerce, Industry and Labour.