Coming into force on June 1, 2024, are amendments to the Alberta Personal Property Security Act (PPSA) and regulations pursuant to the proclamation of the Red Tape Reduction Statutes Amendment Act, 2023, c. 5.
The amendments to the PPSA largely remove the principal place of business and chief executive office determination, except in limited circumstances, by providing greater clarity on the determination of the location of the debtor. Furthermore, the amendments more closely align Alberta personal property legislation with that of British Columbia, Ontario and Saskatchewan, for a more consistent approach across Canada.
The amendments to the legislation provide, among other things, the use of a simplified set of factors to determine the location of the debtor such as the nature of the debtor (individual, corporation, business entity) and the jurisdiction in which the debtor is deemed to be located (registered, conducts business, location of its chief executive office). Under the amended legislation, the location of the debtor will be determined as follows:
- For individuals, the location will be their principal residence.
- For registered entities, such as corporations and partnerships, the location will be the jurisdiction where they are registered, incorporated, continued or amalgamated.
- For unregistered entities, such as unregistered partnerships, the location will be the jurisdiction that is the governing law of the applicable constating instrument.
- For corporations incorporated under the laws of the Government of Canada, the location will be in the jurisdiction where the registered office or head office of the corporation is located.
- For individual trustees, the location will be in the jurisdiction of the trustee's principal residence.
- For corporate trustees, the location will be in the jurisdiction applicable to the registration of the trustee.
- For a business entity that does not fall within the items above, the location will be the entity's place of business, or if more than one place of business, in the jurisdiction of its chief executive office.
There continues to be varying debtor location rules across Canadian jurisdictions and therefore secured parties must pay particular attention to the debtor location rules of other jurisdictions applicable to their debtors.
In light of the upcoming amendments to the PPSA and the potential risks associated with incorrectly filing the location of the debtor, it is vital that secured parties confirm where their debtor is located.