Deal with a security interest on the PPSR
The register decides priority, not the loan agreement, and refinancing means changing what it says.Your refinance is agreed and the money is ready. What is holding it up is a line on the Personal Property Securities Register. It says the old lender still has a claim over your business assets. It has to come off, the new lender’s has to go on, and the order of those two events decides who ranks first. A gap of a day is enough for a third party to register in between. We run the discharge and the new registration as one sequence, so the incoming lender gets the position it agreed to fund against.
No gap to register into
The discharge and the new registration happen as one step, so no third party can slip between them.
A date that holds
The register stops being the reason your settlement moves.
A lender who has to discharge
A lender paid out in full is not entitled to stay on the register, and there are ways to make that happen.
What is the PPSR and why does it decide a refinance?
The Personal Property Securities Register is the national register of security interests over personal property. That means everything a business owns other than land. When a lender takes security over equipment, stock, vehicles or receivables, it registers on the PPSR.
Registration is what makes the interest count in an insolvency, and what fixes its priority against other creditors. Priority generally runs in registration order rather than in the order the loans were made. In a refinance the outgoing lender’s registration has to be discharged and the incoming lender’s registered in its place. Because the register decides rank, the sequence of those two steps is the whole transaction.
What happens to the old registration when I refinance?
It has to be discharged, either before or at the same moment the incoming lender registers. The new lender will usually not advance funds until the discharge is done or contractually locked in. We run the two as one sequence so there is no window between them.
What if the outgoing lender will not discharge?
A lender paid out in full is not entitled to keep its registration in place. The Personal Property Securities Act provides mechanisms to compel a discharge or to lodge an amendment. The prospect of using them is often enough on its own. We advise on which route is quickest for your settlement date.
How long does a discharge take?
The registration comes off within minutes once the outgoing lender authorises it. What takes the time is getting that authority, which depends on how responsive the lender is and how clean their payout figure is. That is the part worth starting early.
Do I need this if I am only increasing the loan?
Often not, if the lender stays the same and the existing security is drafted widely enough to cover the larger facility. It is worth checking rather than assuming, because a top-up secured by a registration that does not reach it leaves the extra lending unsecured.
Is a registration holding up your settlement?
Tell us who the outgoing lender is and what they have registered. We will tell you what has to come off, in what order, and how long it should take.
The old lender is still on the register, and settlement waits
Your new lender has approved the funding and will not advance until it has a clean first-ranking position. The outgoing lender is slow to produce a discharge, the requirements are unfamiliar, and your settlement date is not moving. Every day the registration stays on costs you, and a mistake in the sequence costs more than the delay.
- We will search the PPSR and tell you what is registered against you.
- We will obtain the discharge authority from the outgoing lender.
- We will prepare the incoming lender's security documentation.
- We will time the discharge and the new registration so there is no gap.
- We will act where a lender refuses to discharge after being paid out.
The deal is done and the register is holding it up
You have agreed terms with an incoming lender and the transaction is effectively finished. Settlement cannot happen until the outgoing lender’s registrations come off the PPSR, and the outgoing lender has no particular reason to hurry. Your new lender has been clear that it will not advance funds without a clean first-ranking security position. You are in the middle, with a settlement date and two lenders who do not answer to you. The register still says the old arrangement is live.
What's included in your PPSR refinance service
- Search and review of every existing PPSR registration.
- Discharge coordination with the outgoing lender.
- Security documentation prepared for the incoming lender.
- Discharge and registration timed as a single step.
- Advice on priority risk through to settlement.
- Action to compel a discharge that is being withheld.
What happens when the sequence goes wrong?
The damage in a refinance is done in the gap. If the outgoing lender’s registration is discharged before the new one is registered, there is a window. In that window the borrower’s assets carry no registered security at all.
A third party who registers in that window ranks ahead of the incoming lender. The incoming lender has just funded a facility on a security position it did not agree to. Priority disputes are expensive, slow, and close to impossible to unwind once the money has moved, because the register records what happened rather than what everyone intended. What looked like an administrative step becomes litigation between two lenders, with the borrower’s transaction frozen in the middle of it.
How we close the gap
We search the register first, because the registrations that cause trouble are usually the ones nobody remembered. Old financiers who were paid out years ago and never discharged. Equipment suppliers with their own registered interest, or a registration lodged against the wrong entity name.
We then get the discharge authority out of the outgoing lender and prepare the incoming lender’s documents, so both sides are ready at once. The discharge and the new registration are timed as a single step rather than two, which is what removes the window. By settlement the incoming lender holds the first-ranking position it agreed to fund against, and the transaction closes on its original date.
How we clear the register
Three steps from a blocked settlement to a clean first-ranking position.Search the register
We find every registration against you, including the ones nobody remembered, and work out which of them have to go.
Clear the old
We get the discharge authority out of the outgoing lender and prepare the incoming lender's security documents.
Register and settle
The discharge and the new registration are timed as one step, so nothing can register in between.
A clean register and a settlement that keeps its date
The frustrating part of a refinance is that the thing holding it up is not your decision, not your lender’s, and not your transaction. It is an old registration belonging to someone who has already been paid and has no reason to hurry.
We are ISO 9001 accredited, so the order of steps on a file like this is set down rather than improvised, which matters when the whole risk is sequence. We also chase the outgoing lender, because that is usually where the actual work is.
Our great lawyer guarantee
Six principles we hold to, whatever you bring us and however long it takes.
Take the time
We listen carefully to understand what you want to achieve, then step you through the advice and the documents.
Share our knowledge
We pass on as much as we can, so you can make your own informed decisions.
Stick to our knitting
We only do what we are good at, so you never pay for our learning.
Work as one team
Someone is always available to answer your question or point you the right way.
Fair pricing
A fixed or capped quote for advice and documents, so you do not carry the price risk.
It is your show
We are in it for a front row seat to witness your success, not for our egos.
Get the register cleared and settle on time
Tell us your settlement date, who the outgoing lender is, and what is registered. We will tell you what has to come off and whether your date still holds.
More on this area of law
Read more about the PPSR, security interests and refinancing.