Resolving security interests in administrations and wind-ups
Insolvency practitioners & lawyers
- s267
- unperfected vests
- Perfection
- decides enforceability
- Grantor search
- maps the interests
- AFSA
- runs the register
When a company enters administration or a wind-up, its PPSR security interests help decide who is entitled to what. Each registration is assessed for two things: is it perfected, and where does it sit in priority.
The register is the starting point — a grantor search maps every registered interest over the company's personal property (ppsr.gov.au — external administration of a grantor).
An unperfected security interest vests in the grantor on external administration — the register is where you find out.
The vesting rule: PPSA s267
The single most consequential PPSR rule in an insolvency is the vesting of unperfected interests.
Under section 267 of the PPSA, a security interest that is unperfected at the time an administrator or liquidator is appointed vests in the grantor — so it can no longer be enforced against the company's other stakeholders (PPSA s267). An interest is perfected mainly by registration on the PPSR, or by possession or control; if it was never registered, or registered defectively, it is at risk.
How the PPSR side is resolved
Search the grantor
A grantor search on the company's ACN/ABN returns every registration against it — the secured parties, the collateral classes, and the registration dates (ppsr.gov.au).
Test each interest for perfection
For each registration, establish whether the interest is perfected and correctly registered — grantor identifier, collateral description, and timing.
Assess priority and enforceability
Work out where perfected interests sit in priority, and which unperfected ones have vested under s267 (ppsr.gov.au — enforcing security interests).
Resolve the registrations
Deal with registrations that need discharging or correcting, so the register reflects the resolved position.
Sources: Personal Property Securities Register (ppsr.gov.au) — external administration of a grantor and enforcing your security interests; Personal Property Securities Act 2009 (Cth), s267; Corporations Act 2001 (Cth), ss 588FL–588FN. The PPSR is operated by the Australian Financial Security Authority (AFSA).