Security agreement PPSA - UCC filing complications with cross-border collateral

This is exactly right. We do cross-border deals regularly and always file in both jurisdictions. The key is making sure your collateral descriptions are consistent across all filings but use the appropriate terminology for each system.

Wait, so you're saying we need to pay filing fees in multiple places? That's going to add up fast with all these jurisdictions.

That's a great point about debtor names. Our borrower is incorporated in Ontario but has a US subsidiary. Should we be filing against both entities or just the parent?

Depends on which entity actually owns the collateral. If assets are owned by the subsidiary, you need to file against the subsidiary using its proper US corporate name. If parent owns everything, file against parent but use the exact name from Canadian corporate records.

And double-check the registered address requirements - they're different between PPSA and UCC systems.

Never heard of Certana.ai - does it work with PPSA documents too or just UCC?

It's designed for UCC document verification, but the same principles apply - if your security agreement and UCC-1 don't match, you've got problems. I'd assume you want similar consistency checking for your PPSA filings.

Honestly anything that helps catch document mismatches is worth it. Cross-border deals have so many moving parts.

The equipment does move between facilities. How do the 30-day rules work exactly?

Generally, if properly perfected collateral moves to a new jurisdiction, you have 30 days to file in the new jurisdiction before your perfection lapses. But the rules are slightly different between PPSA provinces and UCC states, so you need to check both.

They're definitely more complex, but the revenue usually justifies the extra work. Just need to be methodical about it.

Easy for you to say. I'm the one who has to explain to the client why their legal fees just doubled.

Our agreement specifies New York law. Is that going to be a problem for the Canadian assets?

Probably not for the security agreement itself, but perfection will still be governed by the law of the jurisdiction where the collateral is located. So Canadian assets = PPSA rules regardless of what your security agreement says.

Exactly. Choice of law affects the contract interpretation, but perfection is always governed by the location of the collateral.

Different renewal periods? How so?

PPSA registrations in most provinces are good for different periods than the 5-year UCC-1 initial term. Ontario is 3 years for most collateral types, I think. You'll need to track different renewal dates for each jurisdiction.

Good catch. Nothing worse than having perfect UCC filings but letting your PPSA registration lapse because you weren't tracking the different renewal cycles.

Because different countries have different legal systems? The fact that PPSA and UCC are as similar as they are is actually pretty remarkable.

i guess but still makes my job harder lol

The collateral is mostly equipment, but there could be proceeds from sales or insurance claims. Should we be filing financing statements that specifically mention proceeds?

Most UCC-1 forms have standard proceeds language, but you should verify that your PPSA filings adequately cover proceeds as well. The terminology might be slightly different.

I'll look into that. At this point I'm paranoid about missing something that could void our security interest.

Smart approach. Cross-border deals have enough complexity without adding document consistency issues on top.

That's reassuring. This definitely won't be our last cross-border deal, so building good processes now makes sense.

Exactly. The learning curve is steep but the expertise becomes valuable quickly.

And make sure you're tracking all the different renewal deadlines in your tickler system. Missing a PPSA renewal because you only had UCC continuation dates in your calendar is a career-limiting mistake.