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PART 1: overview of the Security Interests (Jersey) Law 2012

(a) The Security Interests (Jersey) Law 2012, as amended (the Law) replaces the Security Interests (Jersey) Law 1983 (the 1983 Law).

(b) The Law provides Jersey with a new regime for:

(i) the creation and enforcement of security interests in intangible property (such as shares, bank accounts and rights under contracts);

(ii) the assignment of receivables;

(iii) the registration of certain information about a security interest or an assignment of receivables (referred to as a financing statement);

(iv) the determination of priority between security interests in the same intangible property; and

(v) the determination of priority between a security interest and other interests (such as a buyer's) in the same intangible property.

(i) taking security, not only by possession and title transfer, but also by way of hypothecation, without having to take possession of or title to collateral;

(ii) creating security interests in intangibles to be acquired after the security interest has been created (known as after-acquired property);

(iii) creating security interests in different types of property (for example, in present and after-acquired intangibles, proceeds and book debts) in one agreement (ie debenture style security);

(iv) securing obligations as to further advances;

(v) third party security;

(vi) a grantor to be able to retain power to deal with collateral without prejudicing the security interest;

(vii) rules governing the perfection and priority of assignments of receivables;

(viii) registration of security interests and assignments of receivables;

(ix) a set of priority rules, including protection against general insolvency creditors; and

(x) wider enforcement powers for secured parties.

(d) The provisions of the Law relating to registration of security interests and assignment of receivables are supplemented by the Security Interests (Registration and Miscellaneous Provisions) (Jersey) Order 2013 (the Order). References in Part 1 to the Law include references to the Order.

(e) The 1983 Law has not been repealed because it continues to apply to security agreements entered into while it was in force. Parties to a security agreement entered into under the 1983 Law (a 1983 Law security agreement) can, however, agree that the Law will, in their relations with each other, apply to their agreement.

2. THE NATURE OF A SECURITY INTEREST

(a) A security interest is an interest in intangible property that is created pursuant to a security agreement and secures payment or performance of an obligation.

(b) There are four conditions that must be satisfied for the Law to apply:

(i) the transaction must involve the creation of a proprietary interest in an asset in favour of the secured party;

(ii) the asset must be intangible property;

(iii) the proprietary interest must arise by agreement between the parties; and

(iv) the proprietary interest must secure payment or performance of an obligation.

(c) The Law applies if the four conditions in paragraph (b) above are met irrespective of the form a transaction takes or who has title to the collateral.

3. PROPERTY THAT CAN BE SECURED

3.1 Original collateral

(a) The Law permits the creation of a security interest in:

(i) negotiable instruments and negotiable investment securities (documentary intangibles) situated in Jersey;

(ii) non-negotiable investment securities listed on a register (registered investment securities) maintained:

(1) in Jersey;

(2) by a Jersey company or other body of persons, incorporated or unincorporated, registered or formed in Jersey (such as a limited liability company, partnership or foundation) (a Jersey organisation); and

(3) by an individual whose principal place of business or residence is Jersey (a Jersey individual);

(iii) deposit accounts and securities accounts maintained in Jersey;

(iv) unregistered intellectual property rights created under Jersey law;

(v) intangible property held on trust where the governing law of the trust is Jersey law;

(vi) intangible property situate in Jersey held on trust whatever the governing law of the trust;

(vii) rights under a contract governed by Jersey law whether or not the person owing the obligations is a Jersey organisation or Jersey individual;

(viii) rights under a contract governed by foreign law where the person owing the obligations is a Jersey organisation or Jersey individual;

(ix) partnership interests in any partnership established or incorporated under Jersey law; and

(x) other intangible movable property situate in Jersey.

(b) Parties may agree, in their relations with each other, that the Law will apply to a security agreement between them that relates to intangible property wherever situate.

3.2 Proceeds

(a) "Proceeds" are identifiable or traceable intangible property that is derived directly or indirectly from a dealing with the original collateral or from a dealing with its proceeds and in which the grantor acquires an interest.

(b) Proceeds include a right to an insurance or indemnity payment for loss or reduction in value of collateral. They do not include interest, dividends or other income (although security can be taken over these as original collateral).

(c) The Law provides for security interests to be able to apply to proceeds and treats a security interest in proceeds as an extension of the original security interest so that it has the same priority as the security interest in the original collateral.

(d) A security interest in original collateral that is dealt with and that gives rise to proceeds continues in the original collateral unless the secured party authorised the dealing and extends to such of the proceeds as are intangible property situate in Jersey.

4. INTERESTS AND TRANSACTIONS EXCLUDED FROM THE LAW

4.1 Interests

The Law does not apply to or in respect of any of the following interests:

(a) a lien or other encumbrance in movable property created by statute or operation of law;

(b) a lien created by the articles of association of a company or the LLC agreement of a limited liability company;

(d) any interest or share in a ship or aircraft.

4.2 Transactions

The Law does not apply to an interest created or provided for by any of the following transactions:

(a) a transfer of an unearned right to payment under a contract to a person who is to perform the transferor's obligations under the contract;

(b) a transfer of present or future wages, salary or other compensation for labour or personal services of an employee;

(d) a transfer of a right to damages in tort;

(e) an assignment of receivables made solely to facilitate the collection of the receivables on behalf of the assignor;

(f) an assignment of a single receivable or negotiable instrument in whole or in partial satisfaction of pre-existing indebtedness;

(g) an assignment of receivables as part of a sale of a business, unless the seller remains in apparent control of the business after the sale;

(h) an assignment, mortgage or assignment by way of security of a mortgage of a ship or aircraft;

(i) a transfer or security interest in a fishing quota;

(j) a sale and repurchase; and

(k) stock lending or securities lending.

5. CREATION OF A SECURITY INTEREST

There are two steps in the creation of a security interest under the Law: attachment and perfection.

5.1 Attachment

(a) When a security interest attaches to collateral the security interest becomes enforceable against the grantor with respect to that collateral.

(b) A security interest attaches to collateral when the following conditions are satisfied (or at such later time as the parties agree):

(i) value has been given in respect of the security agreement;

(ii) the grantor has rights in the collateral; and

(iii) one or both of the following conditions are satisfied:

(1) the secured party or someone on its behalf other than the grantor or obligor (being someone other than the grantor who owes payment or performance of the secured obligations) has possession or control of the collateral; or

(2) a security agreement is signed by the grantor and it identifies the collateral.

(c) A secured party takes possession of a documentary intangible by having possession of the certificate embodying the right to it.

(d) A secured party takes control:

(i) of an investment security that is represented by a certificate (but is not a bearer security) (a registered investment security) by being registered as the holder of it or taking possession of the certificate representing it;

(ii) of a deposit account by:

(1) the account being transferred into the name of the secured party with the written agreement of the account bank (a novation);

(2) the account bank agreeing in writing to act on the secured party's instructions;

(3) the account being assigned to the secured party; or

(4) the secured party being the account bank (a charge-back); and

(iii) of a securities account by the same methods as a secured party can take control of a deposit account, except by assignment.

5.2 Perfection

(a) Perfection of a security interest protects a secured party's priority against subsequent secured creditors and a purchaser for value and it avoids invalidation of a security interest on a grantor's insolvency.

(b) A security interest is perfected when it has attached and any further steps required under the Law for perfection have been completed. The order in which attachment and perfection take place makes no difference.

(c) A security interest granted by a relevant trustee is perfected when it has attached as no further steps are required under the Law for its perfection. A relevant trustee is a trustee or nominee other than the trustee of a prescribed unit trust. Prescribed unit trust is defined in Article 2 of the Order and is, in summary, a Jersey law governed unit trust:

(i) the units in which are not held either on trust for individuals or by a foundation that has an object the benefit of one or more individuals; and

(ii) which holds, directly or indirectly, immovable property.

(d) In other cases, there are three methods of perfection:

(i) possession of documentary intangibles;

(ii) control of registered investment securities, deposit accounts and securities accounts (financial collateral); or

(iii) registration of a financing statement in respect of any type of collateral (except in a case of automatic perfection referred to in paragraph (h) below).

(e) Possession and control simultaneously produce attachment and perfection. It is therefore not necessary to register a security interest in financial collateral or documentary intangibles in order to perfect a security interest in such collateral, but it is possible and it may be prudent to do so.

(f) Unless a security interest is granted by a relevant trustee, registration is the only way to perfect a security interest in intangible property that is not documentary intangibles or financial collateral such as income rights in respect of financial collateral, rights under contracts (including partnership agreements and insurance policies), intellectual property and receivables. Registration is considered below.

(g) In addition to the three methods of perfection already referred to, there are also three other types of perfection: automatic, continuous and temporary.

(h) Automatic perfection is where a security interest in favour of an intermediary attaches to a person's investment securities and is automatically perfected if the intermediary pays for the investment securities and credits them to the person's securities account held with the intermediary before the person repays the intermediary.

(i) Continuous perfection is where a security interest in proceeds is treated as automatically and continuously perfected and arises if the security interest in the original collateral is perfected by registration and the proceeds are:

(i) of the same category as the original collateral or otherwise described in a financing statement;

(ii) cash; or

(iii) insurance proceeds.

(j) Temporary perfection is where a security interest is treated as automatically perfected but the perfection is only temporary. It arises in three circumstances:

(i) a security interest in proceeds that is not otherwise continuously perfected (eg because the security interest in the original collateral is not perfected by registration);

(ii) a purchase money security interest (which is a security interest taken by a seller to secure the obligation to pay the purchase price of collateral or by a person advancing funds for the purchase of collateral); and

(iii) a security interest is taken under foreign law in collateral that is moved to Jersey from another jurisdiction.

(k) If perfection of a temporarily perfected security interest is to be continuous the secured party needs to take action to re-perfect it before expiry of a 30 day grace period. If this is not done, for priority purposes, the security interest will be treated as perfected only from the time of actual re-perfection.

(l) As it is not possible to perfect a security interest granted by a relevant trustee by registration, it is not currently possible for a relevant trustee to have a continuously perfected security interest in proceeds of collateral but it can have a temporarily perfected security interest in proceeds for a period of 30 days.

5.3 Registration

(a) An important feature of the Law is provision for electronic registration of security interests and assignments of receivables on the Security Interests Register (the SIR), being an on-line public register. The registration system is based on the identity of grantors and not assets and on the principle of notice filing and not transaction filing, so transaction documents are not filed.

(b) Initial registration is by the filing of a financing statement that gives notice to third parties of basic information including the existence of the security interest (or the assignment of receivables), the identity of the parties and a description of the items or classes of collateral (or the receivables assigned). Subject to paragraph (c) below, an assignment of receivables by way of security should be registered as a security interest.

(c) It is not permitted to register a financing statement in respect of a security interest granted by a relevant trustee.

(d) A financing change statement may be registered to record a transfer, assignment, subordination, discharge, amendment or other action or matter in respect of a security interest (or an assignment of receivables) that has already been registered.

(e) A financing statement or a financing change statement may relate to one or more security agreements or assignments of receivables and may be registered before or after a security agreement is entered into, an assignment of receivables occurs or a security interest has attached.

(f) The registration of a financing statement or a financing change statement is effective until:

(i) the registration is removed or discharged;

(ii) any period for registration (if any) provided for in the statement expires; or

(iii) if no period of registration is provided for in the statement, ten years from the date on and time at which the statement was registered.

(g) The registration of a financing statement or a financing change statement may be renewed by registering a financing change statement in respect of the earlier registration at any time while the earlier registration is effective.

(h) Registration of a financing statement or a financing change statement does not constitute constructive notice of the existence of the statement or of its contents.

5.4 Change demands

(a) The grantor or anyone else with an interest in collateral described in a financing statement may serve a demand on a secured party requiring it to register a financing change statement within 30 days after service of the demand in order to amend or discharge the registration, as appropriate, if:

(i) the secured obligations under a security agreement have been performed;

(ii) the secured party has agreed to release all or part of the collateral;

(iii) a registration extends to property that is not collateral under the terms of a security agreement; or

(iv) no security agreement exists between the parties named in the registration.

(b) Failure to comply with such a demand gives the person serving the demand the right to apply to the Registrar of Companies (who is also the registrar under the Law) (the Registrar) to have a financing change statement registered.

(c) The Registrar must register the financing change statement unless the secured party serves a notice of objection on the Registrar and the person serving the demand within 30 days after service of the demand. In such a case, the person serving the demand can apply to court for an order that the Registrar register the financing change statement.

6. PRIORITIES

6.1 Introduction

(a) The Law contains a series of rules in order to determine the order of priority of competing security interests in the same collateral and competing assignments of the same receivables.

(b) The highest level of priority is conferred upon security interests in certificated investment securities, securities accounts and deposit accounts perfected by possession or control. These priority rules are set out in paragraph 6.2 below.

(c) The next highest level of priority is conferred upon purchase money security interests. This priority rule is set out in paragraph 6.4 below.

(d) The lowest level of priority conferred upon security interests and assignments of receivables is set out in general priority rules in paragraph 6.6 below.

(e) The priority rules are subject to a bank's or intermediary's rights of set-off except where security in a deposit account or securities account is taken by way of a novation.

(f) Priority of a perfected security interest is not affected by actual knowledge of another security interest or assignment of a receivable.

6.2 Special priority rules for financial collateral

(a) A security interest in a deposit account taken by way of a novation has priority over a charge-back in favour of the account bank.

(b) Subject to paragraph (a), a charge-back of a deposit account has priority over a conflicting security interest.

(c) A security interest in a securities account taken by way of a novation has priority over a charge-back in favour of the intermediary.

(d) Subject to paragraph (c), a charge-back of a securities account has priority over a conflicting security interest.

(e) Subject to paragraphs (a) to (d), a security interest in a certificated investment security, deposit account or securities account perfected by possession or control has priority over a conflicting security interest that is not perfected by possession or control.

(f) Subject to paragraphs (a) to (d), conflicting security interests in a certificated investment security, deposit account or securities account that are all perfected by possession or control rank according to the order in which possession or control was acquired.

(g) Conflicting security interests granted by an intermediary in a securities account rank equally if under those security interests no secured party has control.

(h) If none of the paragraphs (a) to (g) above resolve a priority conflict, the conflict should be resolved by applying the general priority rules in paragraph 6.6 below.

6.3 Commentary

(a) Where it is possible to perfect a security interest by taking possession or control, it will be preferable to do so because:

(i) it will prevent a grantor from transferring such collateral to a third party; and

(ii) the secured party will benefit from the special priority rule under which a security interest perfected by possession or control has priority over a security interest that is not perfected by possession or control.

Unless a security interest is granted by a relevant trustee, registration can serve as a back-up measure if the secured party has to surrender possession or control of collateral to the grantor.

(b) The special priority of charge-backs will be of concern to a secured party who is taking security over an account held with a Jersey bank or intermediary. The secured party will have to:

(i) take security over the account by novation;

(ii) seek the agreement of the account bank not to take security (if no security has been taken); or

(iii) enter into a subordination agreement with the account bank (if security has been taken),

in order to achieve priority as a charge-back will otherwise always have priority no matter when it is taken.

6.4 Purchase money security interests

(a) A purchase money security interest (PMSI) is a security interest taken by a:

(i) seller to secure the obligation to pay the purchase price of collateral; or

(ii) person advancing funds for the purchase of collateral where the funds advanced are actually applied to acquire the collateral.

(b) Subject to the special priority rules in paragraph 6.2 above, a PMSI ranks ahead of a security interest that is not a purchase money security interest (non-PMSI) where both the PMSI and non-PMSI are granted by the same grantor in the same collateral (or its proceeds) provided that, except where a security interest is granted by a relevant trustee, the PMSI is perfected not later than 30 days after the day on which it attached, during which time it enjoys temporary perfection. Perfection is required so that another financier is not misled by the grantor's apparent unencumbered ownership of the new asset.

6.5 Commentary

(a) The rationale for conferring special priority on a PMSI is that the financier whose advance led to the acquisition of an asset should be given priority over a general financier who has charged after-acquired property and who would otherwise achieve a windfall addition to its security.

(b) Without PMSIs, a grantor may be unable to obtain secured financing from other sources where a security interest has been given in the grantor's present and after-acquired assets.

6.6 General priority rules

Subject to paragraphs 6.2 and 6.4 above and paragraphs 6.8 and 7 below, the following general priority rules apply:

(a) a perfected security interest has priority over an unperfected security interest;

(b) priority between continuously perfected security interests goes to the secured party who was first to:

(i) register a financing statement;

(ii) take possession or control of the collateral; or

(iii) temporarily perfect a security interest;

(d) priority among security interests perfected by attachment is determined by order of attachment and such security interests are taken to have attached to after-acquired property at the time of entry into the security agreement; and

(e) the time of registration, possession or perfection of a security interest in original collateral is also the time of registration, possession or perfection of the same security interest in proceeds.

6.7 Commentary

(a) Priority of a perfected security interest is based on the time of the perfection step (possession, control, registration or temporary perfection) and not necessarily based on the time of perfection (when attachment and perfection have taken place).

(b) If a financing statement is registered in advance of the conclusion of a security agreement and the grantor then grants a security interest to another party which is perfected first then, although the perfected security interest initially has priority, it will be subordinated to the first security interest once this has become perfected because the priority of the first security interest goes back to the time of registration of the financing statement.

(c) A security interest granted by a relevant trustee is perfected by attachment only. Although a security interest granted by a relevant trustee in financial collateral or documentary intangibles cannot be perfected by possession or control, the priority of such a security interest can be improved by the secured party taking possession or control of such collateral.

6.8 Account bank and intermediary rights of set-off not affected

(a) An account bank's or intermediary's rights of set-off are not affected by a security interest granted in a deposit account or securities account by the account holder unless the security interest is taken by way of a novation.

(b) For the purposes of paragraph (a), a secured party tracing purchase money proceeds into a deposit account or securities account would be a secured party holding a security interest granted in a deposit account or securities account by the account holder.

6.9 Priority on transfer of a security interest

A security interest that is transferred has the same priority as it had immediately before the transfer.

6.10 Subordination

(a) A secured party may subordinate its security interest to any other interest and such agreement is effective according to its terms between the parties to it.

(b) Subordination agreements may be used to reverse priority rules that would otherwise prevail, for example, where:

(i) a grantor is seeking non-purchase money financing from a financier who is not the first to register a financing statement; or

(ii) security is taken over a deposit account.

(c) An alternative to subordination is the discharge of prior financing statements where the relevant secured obligations have been performed.

(d) A transferee secured party of a subordinated security interest is not bound by a subordination agreement and can treat the transferred interest as continuing to be the senior interest unless, at the time of the transfer:

(i) a financing statement or financing change statement has been registered in respect of the subordination;

(ii) the transferee is party to the subordination agreement; or

(iii) the agreement transferring the security interest provides otherwise.

7. TAKING FREE

7.1 Introduction

(a) While the priority rules deal with competing security interests, the Law also contains rules on taking free that regulate competition between security interests and:

(i) the rights of buyers of collateral;

(ii) holders in due course of negotiable instruments subject to security interests; and

(iii) the recipients of certain payments.

(b) The interest of someone who takes free ranks ahead of and extinguishes an earlier security interest.

7.2 Purchaser for value of collateral

A person who acquires collateral for value takes it free of an unperfected security interest unless the security interest was created by a transaction to which the person was a party. This is so even if the acquirer knew of the existence or terms of the unperfected security interest.

7.3 Recipient of an obligor initiated payment

(a) An obligor is a person owing payment or performance of a secured obligation whether or not that person is the grantor of the security interest.

(b) If a creditor receives payment of a debt owing by an obligor and the payment is made by the obligor by means of:

(i) a negotiable instrument;

(ii) an electronic funds transfer; or

(iii) a written payment mechanism (such as a debit, a transfer order or an authorisation) executed by the obligor when payment was made,

the creditor takes that payment free of any security interest in:

(1) the funds paid;

(2) any intangible that was the source of the payment; and

(3) any negotiable instrument used to effect payment.

(c) The creditor takes free even if he had knowledge of the security interest at the time of payment unless, in receiving payment, the creditor acts in collusion with the obligor to defeat the rights of a secured party.

(d) The power to make payments enables an obligor to use funds that are subject to an all assets security interest to pay creditors in the ordinary course of business. It would be difficult to carry on business otherwise. The ability to make payments can be likened to a debtor's power under English law to pay creditors where the debtor has given an uncrystallised floating charge.

(e) The purpose of this rule is to preserve the integrity of the payments system.

7.4 Holder in due course of a negotiable instrument

The Law does not change the law in relation to the rights of a person who is the holder in due course of a negotiable instrument under which a holder in due course takes free from any defect in the title of his transferor and, therefore, from any security interest in the instrument perfected by registration.

7.5 Purchaser for value of investment securities

(a) A purchaser for value of investment securities takes free of any security interest in favour of another party even if he knows of such security interest (unless he knows that the disposition would be in breach of the relevant security agreement) in two circumstances:

(i) if he gives value for a registered investment security and takes possession of the certificate representing it; and

(ii) if a person gives value for an investment security held with an intermediary and the security is transferred to a securities account held in the person's name with the same or another intermediary.

(b) The rationale for these rules is the importance of avoiding impediments to the ready transferability of investment securities.

7.6 Purchaser for value of collateral appropriated or sold by secured party

(a) A purchaser for value and in good faith of collateral appropriated or sold by a secured party takes the collateral free from:

(i) the interest of the grantor; and

(ii) any interest subordinate to that of the grantor and the secured party.

(b) A purchaser for value in good faith takes collateral subject to a security interest that has priority over the security interest that is enforced.

8. ENFORCEMENT AND DEFAULT REMEDIES

8.1 Enforcement powers and their exercise

(a) A secured party may enforce a security interest by doing any of the following in relation to the collateral or proceeds:

(i) appropriating it;

(ii) selling it; and

(iii) taking any of the following ancillary actions:

(1) taking control or possession of it;

(2) exercising any rights of the grantor in relation to it;

(3) instructing any person who has an obligation in relation to it to carry out the obligation for the benefit of the secured party; or

(4) applying any enforcement remedy that the security agreement provides for that is not in conflict with the Law.

(b) A secured party may sell the collateral by auction, public tender, private sale or another method.

8.2 Notice of event of default

A security interest may be enforced when an event of default has occurred under the terms of a security agreement and the secured party has served on the grantor written notice specifying the event of default. Such notice can be served immediately after an event of default.

8.3 Notice of appropriation or sale

(a) Not less than 14 days before appropriating or selling collateral, a secured party must also give written notice of appropriation or sale to:

(i) the grantor;

(ii) any person who 21 days before the appropriation or sale has a registered security interest in the collateral; and

(iii) any other person who has an interest in the collateral and has, not less than 21 days before the appropriation or sale, given the secured party notice of that interest.

(b) Notice of sale does not have to be given to the extent that:

(i) the collateral is a quoted investment security;

(ii) the secured party reasonably believes that the collateral will decline substantially in value if it is not disposed of within 14 days after the event of default; or

(iii) a Jersey court is satisfied that notice is not required.

8.4 Waiver of notice of appropriation or sale

(a) Anyone entitled to receive a notice of appropriation or sale can agree in writing:

(i) to waive this right; or

(ii) for notice to be given within a period other than 14 days.

(b) If the grantor waives the right to notice (and there are no other registered or notified security or other interests), the secured party can enforce the security interest when it has served notice of an event of default.

(c) If the right to notice is not waived by all entitled parties, a notice of appropriation or sale should be served at the same time as the notice of event of default and the 14 day notice period should elapse before the secured party proceeds with enforcement.

8.5 Duties of secured party

A secured party who appropriates or sells collateral owes a duty to:

(a) take all commercially reasonable steps to determine or obtain the fair market value of the collateral as at the time of the appropriation or sale;

(b) act in other respects in a commercially reasonable manner; and

8.6 Effect of grantor's bankruptcy

(a) A secured party's power of appropriation or sale is not affected by the grantor's bankruptcy (as defined in the Interpretation (Jersey) Law 1954) or the grantor or the grantor's property being subject to insolvency proceedings in Jersey or elsewhere. This is so whether or not the secured party holds title to the collateral.

(b) To the extent that an asset is subject to a perfected security interest it does not, for practical purposes, form part of a bankrupt's estate. In general, subject to rules relating to preferences, transactions at an undervalue and extortionate credit transactions, a grantor's bankruptcy invalidates only a security interest or an assignment of a receivable remaining unperfected at the time of the grantor's bankruptcy.

8.7 Effect of enforcement on subordinate security interests

When collateral is appropriated or sold, all security interests that are subordinate to the security interest of the secured party who appropriated or sold the collateral are extinguished. Subordinate secured parties are left only with a personal claim against the grantor and the right to share in any surplus.

8.8 Statement of account

Within 14 days of collateral being appropriated or sold, the secured party must give to the persons entitled to receive a notice of appropriation or sale (listed in paragraph 8.3(a)) a written statement of account showing:

(a) the gross value realised by appropriation or sale;

(b) the secured party's reasonable costs of enforcement, appropriation or sale;

(d) the surplus owing by, or the debt owing to, the secured party.

8.9 Duty to account for surplus

(a) If a secured party has appropriated or sold collateral, it must pay any surplus value over what is required to discharge the obligations that are owed to it to satisfy other claims in the following order:

(i) first, any person who has a subordinate security interest in the collateral and who has registered a financing statement (that was effective immediately before the appropriation or sale) and if more than one in order of priority;

(ii) then, any other person (other than the grantor) who has given the secured party notice that it claims an interest in the collateral and in respect of which the secured party is satisfied that that person has a legally enforceable interest in the collateral; and

(iii) finally, the grantor.

(b) In cases of doubt, a secured party can pay the surplus into court.

(c) Paragraph (a) is subject to payment of the claim of any secured party having priority over the secured party who appropriated or sold collateral.

8.10 Redemption

(a) The persons entitled to receive a notice of appropriation or sale (whether or not they have waived the right to receive such notice) may redeem the collateral. The grantor's right to redeem has priority over anyone else's right to redeem.

(b) Redemption entails the grantor or a junior secured creditor paying off the secured obligations of the senior secured creditor and paying the reasonable costs incurred by the senior secured creditor in enforcing the security.

(i) the termination of the security agreement and re-vesting of the collateral in the grantor; or

(ii) the redeeming secured creditor being subrogated to or taking an assignment of the senior security.

(d) The right of redemption is exercisable at any time prior to the exercise by the senior secured party of its power of appropriation or sale.

(e) The right to redeem may not be excluded or modified by agreement.

8.11 Reinstatement

(a) Reinstatement of a security agreement requires the grantor to pay arrears, remedy other accrued defaults and to pay the reasonable costs of enforcement incurred by the secured party.

(b) Reinstatement revives the security agreement so that the grantor continues to enjoy the benefit of contractual provisions for repayment by instalments.

(c) The right of reinstatement is exercisable at any time prior to the exercise by the secured party of its power of appropriation or sale.

(d) The right of reinstatement can be waived in a security agreement or by agreement in writing between the secured party and the grantor entered into after an event of default.

9. ASSIGNMENT OF RECEIVABLES

9.1 Introduction

(a) A receivable is defined in the Law as a monetary entitlement, whether or not earned by performance, arising from the supply of goods or services (other than insurance services) or the supply of energy but does not include a loan, a deposit account or a right to payment embodied in a negotiable instrument or an investment security.

(b) The definition in paragraph (a) would therefore cover credit provided in connection with the delivery of goods or the provision of non-monetary services. This would, for example, apply to credit card receivables, hire purchase contracts for goods or credit for travel services, but not overdrafts or facilities.

(c) The more traditional term "book debt" has been replaced by "receivable" because debts are no longer recorded in books but electronically.

(d) The Law only applies to an assignment of a receivable payable by a Jersey organisation or a Jersey individual.

9.2 Registration

(a) Assignments of receivables and further assignments of receivables, whether absolute or by way of security, are subject to the Law's perfection and priority rules. An assignment of receivables, whether absolute or by way of security, must be registered in order to be perfected (except where an assignment by way of security is made by a relevant trustee). Notice to the debtor does not suffice. The rationale for this is that receivables are significant assets the assignment of which ought to be visible to intending financiers.

(b) The effect of making the assignment of receivables subject to the Law's perfection and priority rules is that it overrides any customary law rule that a purchaser of a receivable must give notice of the assignment to perfect title to it and the corresponding priority rule by which a later assignee of a receivable who makes an advance without notice of a prior assignment obtains priority. Written notice of assignment should, nevertheless, be given for the reasons set out in paragraph 9.3(b) below.

9.3 Other rules applicable to assignments of receivables

(a) First, if an assignment of a receivable (whether absolute or by way of security) is made in breach of a contract term prohibiting or restricting assignment, the contract term is binding on the assignor only to the extent of making the assignor liable in damages for the breach. The contract term is not effective against the assignee, nor would it affect the validity of the assignment. This overriding of contractual prohibitions on assignment is intended to facilitate receivables financing and securitisation.

(b) Secondly, an account debtor is bound by an absolute assignment of a receivable, and has a duty to pay the assignee, only if:

(i) written notice of the assignment is given by or with the authority of the assignor to the account debtor; and

(ii) the notice identifies the account assigned and requires the account debtor to pay the assignee.

If an account debtor makes a payment to the assignor, the payment discharges the obligation (to the extent of the payment) provided that the account debtor does not know about the assignment. This rule protects an account debtor who is bound by an absolute assignment even if the account debtor has not received notice of it.

(c) Thirdly, the rights of an assignee of a receivable that has been assigned (absolutely or by way of security) are subject to:

(i) any defences to the assigned claim that could have been asserted against the assignor (subject to contrary agreement); and

(ii) any rights of set-off that the account debtor could have asserted against the assignor:

(1) accruing before the account debtor acquired knowledge of the assignment; or

(2) closely connected with the assigned claim.

9.4 Priority

(a) Assignments of receivables are subject to priority rules that are similar to the priority rules that apply to security interests:

(i) a perfected assignment of a receivable has priority over an unperfected assignment of, or an unperfected security interest in, the same receivable;

(ii) a perfected security interest in a receivable has priority over an unperfected assignment of the same receivable;

(iii) between continuously perfected security interests in or perfected assignments of the same receivable, priority goes to the secured party or assignee who is first to:

(1) register a security interest or assignment; or

(2) temporarily perfect a security interest;

(iv) priority among unperfected assignments of the same receivable is determined by the order in which they occurred; and

(v) in the case of competing unperfected security interests in, and unperfected assignments of, the same receivable, priority is determined by the order of attachment or assignment.

(b) Priority of a perfected assignment of receivables is not affected by the knowledge of another security interest or assignment of receivables.

10. TRANSITIONAL PROVISIONS

10.1 1983 Law security interests

After the coming into force of the Law, security interests created under the 1983 Law (a 1983 Law security interest) remain governed by the 1983 Law. Enforcement of a 1983 Law security interest would therefore take place in accordance with the 1983 Law.

10.2 Priority of 1983 Law security interests

A 1983 Law security interest has priority over a security interest created under the Law over the same collateral (unless otherwise agreed). A 1983 Law security interest over receivables has priority over an assignment of the same receivables made under the Law (a new assignment) whether or not the new assignment is perfected under the Law (unless otherwise agreed).

10.3 Adding new collateral to a 1983 Law security interest

(a) If parties that entered into a 1983 Law security agreement enter into a new agreement after the coming into force of the Law to extend the 1983 Law security agreement to present or after-acquired collateral to which it did not apply before the Law came into force (new collateral), the new collateral will not be subject to the security interest created by the 1983 Law security agreement but by a security interest created under the Law. The new agreement will not otherwise affect the 1983 Law security agreement and the 1983 Law will continue to apply to it.

(b) If security is taken over new collateral this should be done under a new security agreement governed by the Law (and not by amending a 1983 Law security agreement).

(c) Paragraphs (a) and (b) should not be understood to mean that a 1983 Law security agreement may be amended in any way other than by adding new collateral without becoming subject to the Law.

10.4 Registration of assignments of receivables

(a) A transitional period between 1 October 2013 and 1 January 2014 was given to register assignments of receivables made before 2 January 2014 (old assignments). Failure to register old assignments in that period or thereafter results in them being unperfected from 2 January 2014.

(b) Registration does not affect the priority of two old assignments as against one another but does determine priority as between an old assignment and an assignment made under the Law. A perfected security interest created under the Law over a receivable has priority over an old assignment of the same receivable that is not perfected at the time the security interest is perfected. Furthermore, by perfecting the assignment by registration it becomes unaffected by bankruptcy of the assignor.

11. conclusion

(a) The Law is a major development of the Jersey law of security interests.

(b) The ability under the Law to:

(i) take debenture style security;

(ii) register security interests; and

(iii) exercise a comprehensive range of enforcement remedies,

is intended to enhance Jersey's attractiveness as a jurisdiction in which to undertake secured lending.

(c) As the Law is modelled on the Personal Property Security Acts (PPSAs) of New Zealand and the Canadian states, this will allow courts and practitioners in Jersey to look to the well-established practice and precedent of these other jurisdictions for guidance.

(d) Whilst the Law is more complex than the 1983 Law, it is, nevertheless, simpler and more creditor friendly than other PPSAs as it has been tailored to meet the needs of Jersey as a leading international financial centre.

(e) The Law is also set to be extended so as to permit the taking of security interests in tangible movable property.

Part 2: DATA entry requirements for financing statements and Guidance Notes for users of the SIR

2. introduction

1.2 General

(a) The Security Interests (Jersey) Law 2012, as amended (the Law) provides that the Jersey Registrar of Companies (the Registrar) will:

(i) maintain an automated public register of security interests and assignments of receivables which is called the Security Interests Register (SIR); and

(ii) be the registrar for the purposes of the Law.

(b) Paragraph 5.3 of Part 1 contains an overview of the principal features of the SIR and the registration regime introduced by the Law. It may assist to read that paragraph before reading what follows.

(i) the data entry requirements for registrations made on the SIR; and

(ii) guidance notes designed to assist users and searchers of the SIR.

(d) It is possible to register:

(i) assignments of receivables from 1 October 2013; and

(ii) security interests from 2 January 2014.

1.3 Data entry requirements

Paragraphs 10 and 11.1(a) below set out the data entry requirements for financing statements required or permitted by the Registrar.

1.4 Guidance notes

Apart from the data entry requirements, this Part also contains guidance notes on the use of the SIR including how to:

(a) become a user and operate a user account;

(b) register, amend, renew and discharge financing statements;

(d) make change demands.

1.5 Interpretation

References in this Part to "financing statement" include a reference to "financing change statement" unless the context otherwise requires.

2. CASUAL USERS of the SIR

2.1 What is a casual user?

(a) You are a casual user of the SIR if you are not a registered user.

(b) You do not have to register to use the SIR, but you should do if you access or use the SIR regularly as registration has its benefits (see paragraph 3.2 below).

2.2 To what functionality does a casual user have access?

(a) As a casual user, you may:

(i) register financing statements (see paragraph 10 below) or financing change statements (see paragraph 11.2 below);

(ii) search the SIR (see paragraph 20 below); and

(iii) purchase financing statements (see paragraph 20.10 below).

(b) A casual user may only pay for SIR services by credit or debit card.

3. Registered users of THE SIR

3.1 Introduction

Registering as a user provides you with faster and more convenient access to the SIR. In addition to being able to take the actions specified in paragraph 2.2(a) above, you will be able to use other SIR functionality.

3.2 Benefits of registering as a user of the SIR

(a) As a registered user, you can:

(i) store, view and download all financing statements you have registered and purchased;

(ii) create draft financing statements;

(iii) maintain a secured party and assignee list (see paragraph 3.3 below);

(iv) register financing statements quickly without re-authentication;

(v) if you are an Administrator (see paragraph 7.1(d) below), update secured party or assignee details in all financing statements previously registered by means of a bulk update registration; and

(vi) if you are an Administrator, apply for a financial account in order that users in your user group can register financing statements or search the SIR on account.

(b) Once logged in as a registered user, you will have access to a workspace with four parts that appear in the blue menu bar:

(i) "My Workspace" in which you can prepare and register financing statements and view all of your previous registrations and searches (see paragraph 3.4 below);

(ii) "My Financing Statements" in which you can view, amend, renew or discharge financing statements that you have registered (see paragraph 3.5 below);

(iii) "My Account" only appears in the blue menu bar of an Administrator who can view and manage an account (see paragraph 8 below); and

(iv) "My Admin" which, if you are an Administrator, allows you to:

(1) manage your secured party and assignee list (see paragraph 3.3 below);

(2) administer users in your user group (see paragraph 7 below); and

(3) perform bulk updates (see paragraph 13 below).

3.3 Secured party and assignee lists

(a) A registered user or a user group can maintain a "secured party and assignee list". This is a list of secured parties or assignees on whose behalf a user or user group frequently makes registrations, along with the data required to populate the mandatory fields in a financing statement relative to them.

(b) Selecting a secured party or assignee from a secured party and assignee list results in the automatic population of that secured party's or assignee's data in a draft financing statement. This eliminates the need to re-enter the same data in successive registrations.

(c) To view your secured party and assignee list see paragraph 6.10 below. The process by which an Administrator can add or remove a secured party or assignee to or from a user group's secured party and assignee list and amend the details of someone on the list is set out in paragraphs 6.11 to 6.13 below.

3.4 My Workspace

(a) My Workspace allows you to prepare and submit financing statements and view all your previous registrations and change demands (unless you delete them) and all your previous searches. If you are an Administrator, you can view the registrations, change demands and searches of all users in your user group. There is a tab for financing statements and change demands (labelled "Filing History") and a tab for searches (labelled "SIR Search").

(b) The Filing History tab contains the following data in relation to each financing statement that has been registered:

(i) the user who registered it;

(ii) filing date;

(iii) filing reference number;

(iv) financing statement registration number;

(v) registration and expiry date;

(vi) grantor or assignor details;

(vii) type (ie registration, amendment, discharge, renewal or change demand);

(viii) status (ie submitted, pending or, in the case of change demands, objection); and

(ix) secured party PIN or assignee PIN.

(i) pending financing statements can be opened by clicking on the icon in the "Open" column or deleted by clicking on the cross in the "Delete" column; and

(ii) there is a link to a copy of the verification statement for a registered financing statement which can be opened by clicking the icon in the "Download" column for the financing statement that you wish to view.

(d) To search verification statements in your Filing History tab click "Search Filter". You can search by reference to:

(i) financing statement registration number;

(ii) filing reference number;

(iii) registration or expiry date;

(iv) type (ie security interests and assignment of receivables);

(v) status (ie draft, submitted, pending, objection); and

(vi) grantor or assignor type:

(1) if a person, by reference to first name, last name and date of birth; and

(2) if an organisation, by reference to organisation name and number; and

(vii) by user.

Once you have entered the search criteria click "Filter".

(e) To group registrations appearing in your Filing History tab by reference to any of the criteria listed in paragraph 3.4(b) above, click the bold column header for the relevant criteria.

(f) Registrations in your Filing History tab can be transferred or reassigned (see paragraph 12 below).

(g) The SIR Search tab contains the following data in relation to a financing statement that has been purchased following a search of the SIR:

(i) financing statement registration number;

(ii) purchase date;

(iii) grantor or assignor details;

(iv) type (ie security interest or assignment of receivables); and

(v) registration and expiry date.

The search tab also contains a link to a copy of the financing statement which can be opened by clicking the icon in the "Download FS" column for the financing statement that you wish to view.

(h) To search financing statements in your SIR Search tab click "Search Filter". You can search by reference to:

(i) purchase date;

(ii) financing statement registration number;

(iii) the registration and expiry date;

(iv) type (ie security interests or assignments of receivables); and

(v) grantor or assignor type:

(1) in the case of a person, by reference to first name, last name and date of birth; and

(2) in the case of an organisation, by reference to organisation name and number.

Once you have entered the search criteria click "Filter".

(i) To group searches appearing in your SIR Search tab by reference to any of the criteria listed in paragraph 3.4(g) above, click the bold column header for the relevant criteria.

3.5 My Financing Statements

(a) My Financing Statements contains any financing statement that:

(i) you register; and

(ii) is reassigned to you (see paragraph 12 below).

(b) A financing statement will appear in your My Financing Statements only in its most recently amended form.

(c) My Financing Statements contains the data and has the functionality in relation to each financing statement listed in it as follows:

(i) financing statement registration number;

(ii) registration and expiry date;

(iii) grantor or assignor details;

(iv) type (ie security interest or assignment of receivables);

(v) filing reference number;

(vi) secured party PIN or assignee PIN (these allow a secured party or assignee to register a financing change statement);

(vii) a link to a copy of the financing statement which can be opened by clicking the icon in the "Download Financing Statement" column for the financing statement that you wish to view;

(viii) a link to a copy of the verification statement which can be opened by clicking the icon in the "Download Verification Statement" column for the verification statement that you wish to view; and

(ix) a drop down menu to select whether to amend, renew or discharge a financing statement.

(d) To search financing statements in your My Financing Statements, click "Search Filter". You can search by reference to:

(i) financing statement registered number;

(ii) filing reference number;

(iii) registration date and expiry date; and

(iv) grantor or assignor type:

(1) in the case of a person, by reference to first name, last name and date of birth; and

(2) in the case of an organisation, by reference to organisation name and number.

Once you have entered the search criteria click "Filter".

3.6 User groups

(a) It is possible to link two or more user accounts to form a user group. A user group would be suitable for an organisation.

(b) A registered user must be in a user group. You must specify your user group when you register as a user. If you are a single user, you can create your own user group.

(i) users in the user group to share a financial account; and

(ii) financing statements in one user's account to be accessed by, or reassigned to, other users in the user group.

4. Business to SIR web portals

(a) As an alternative to having a SIR user portal account, is possible for organisations that are high volume users of the SIR to establish a bespoke business to SIR (B2SIR) web-portal with the SIR. An organisation wishing to set up a B2SIR portal should contact the Registrar.

(b) This Part does not contain guidance relating to setting up B2SIR access to the SIR, but Part 3 does contain terms and conditions applicable to B2SIR access and use.

5. Registering as a user OF the SIR

5.1 How do I register?

(a) Go to https://sir.jerseyfsc.org.

(b) In the top left corner of the SIR home page click "Register".

(i) full name;

(ii) telephone number;

(iii) email address;

(iv) password;

(v) user group; and

(vi) address.

(d) Complete the anti-spam validation.

(e) Click "Create User".

(f) Upon successful registration, you will receive an email confirming your login credentials comprising your email address and password.

(g) Notes:

(i) If you are going to be a user in the user group of an organisation (eg your employer), the Administrator of that user group will create your user account for you.

(ii) If you are going to be the only user in a user group, enter your email address in the user group field. This will create a user group in which you are the only user and Administrator (and to which you can admit other users should you wish to do so).

(iii) Your password:

(1) must be at least seven characters long;

(2) must have at least one non-alphanumeric character (ie a character that is not A-Z or 0-9); and

(3) is case sensitive.

(iv) Fields marked with an asterisk (*) must be completed.

6. operating a registered user account

6.1 How do I login?

(a) In the top left corner of the SIR home page click "Login".

(b) Enter your email address and password.

(d) If login is successful, you will see:

(i) your email address appear as a login profile in the top left of the screen; and

(ii) the following items appear in the blue menu bar: My Financing Statements, My Workspace, My Account and My Admin.

6.2 How do I logout?

(a) In the top left of the corner of the screen, click "Logout".

(b) You will be logged out automatically if you are timed out.

6.3 How do I change my user profile or my password?

(a) Login (see paragraph 6.1 above).

(b) In the top left corner of the screen click "Edit Profile".

(d) Click "Update User".

(e) You will receive an email confirming your login credentials comprising your email address and password.

(f) Note: Either you or your Administrator can update your user profile or password.

6.4 What do I do if I have forgotten my password?

(a) In the top left corner of the SIR home page click "Login".

(b) Enter your email address.

(d) Enter your email address again and click "Submit".

(e) If the email address that you entered coincides with the email provided at registration, a new password will be sent to your email address.

(f) You can then Login and change your new password if you wish (see paragraph 6.3 above).

6.5 How do I save a financing statement as a draft pending registration?

(a) Incomplete registrations cannot be registered but you can save them as drafts pending registration by clicking "Save" at any point in the registration process.

(b) No on-screen confirmation is given that you have saved a draft registration.

(d) Note: a draft financing statement has no legal status and does not appear on the SIR.

6.6 How do I reopen or delete a draft financing statement?

(a) Login (see paragraph 6.1 above).

(b) Click "My Workspace".

(c) To reopen, click the icon in the Open column for the relevant draft financing statement. The draft will automatically re-open at the last completed step.

(d) To delete, click the cross icon in the Delete column for the relevant draft financing statement.

6.7 How do I view a registered financing statement or a verification statement?

(a) Login (see paragraph 6.1 above).

(b) Financing statements that you have registered can be viewed by clicking "My Financing Statements" in the blue menu bar. Click the icon in the Download column to download the financing statement that you wish to view.

(c) Financing statements for which you have searched (see paragraph 20 below) and purchased (see paragraph 20.10 below) can be viewed by clicking "My Workspace". Click the SIR Search tab and then click the icon in the Download FS column for the financing statement that you wish to view.

(d) Verification statements can be viewed by clicking:

(i) "My Workspace" in the blue menu bar and, in the Filing History tab, clicking the icon in the Download column for the verification statement that you wish to view; or

(ii) "My Financing Statements" in the blue menu bar and then clicking the icon in the Download Verification Statement column for the verification statement that you wish to view.

(e) Notes:

(i) To view a verification statement or financing statement, Adobe Acrobat Reader must be installed on your computer which is available to download at www.adobe.com.

(ii) In your My Financing Statements a financing statement will only appear in its most recently amended form.

(iii) In the Filing History tab of your My Workspace, you can view the verification statement for a financing statement and each subsequent financing change statement amending, renewing or discharging that financing statement. To group all registrations with the same financing statement registration number, click the column heading "FS Registration Number" in the Filing History tab.

6.8 How do I check if a financing statement is about to expire?

(a) Login (see paragraph 6.1 above).

(b) Click "My Financing Statements" in the blue menu bar.

(c) Identify the date in the Expiry Date column for the relevant financing statement. To list financing statements in ascending or descending order of expiry click the bold column header labelled "Expiry Date".

(d) You can filter financing statements in your My Financing Statements list by registration and expiry date (see paragraph 3.5(d) above).

6.9 How do I retrieve a secured party PIN or assignee PIN?

(a) Login (see paragraph 6.1 above).

(b) Click:

(i) "My Financing Statements"; or

(ii) "My Workspace" (in the Filing History tab).

(d) You can filter financing statements in your:

(i) My Workspace (see paragraph 3.4(d) above); and

(ii) My Financing Statements (see paragraph 3.5(d) above),

by registration and expiry date.

6.10 How does an Administrator view a secured party and assignee list?

(a) Login (see paragraph 6.1 above).

(b) Hover the cursor over "My Admin" in the blue menu bar and then click "My Secured Parties/Assignees".

(i) the secured party or assignee name; and

(ii) type (person or organisation),

and clicking "Filter".

6.11 How does an Administrator add someone to a secured party and assignee list?

(a) Login (see paragraph 6.1 above).

(b) Hover the cursor over "My Admin" in the blue menu bar and then click "My Secured Parties/Assignees".

(d) Select the organisation type (person or organisation).

(e) Complete the mandatory fields in accordance with paragraph 10.6 (for persons) or paragraph 10.7 (for organisations) below.

(f) Click "Save".

6.12 How does an Administrator remove someone from a secured party and assignee list?

(a) Login (see paragraph 6.1 above).

(b) Hover the cursor over "My Admin" in the blue menu bar and then click "My Secured Parties/Assignees".

(d) Tick the "Remove" box next to the relevant secured party or assignee.

(e) Click "Remove".

6.13 How does an Administrator edit the details of someone on a secured party and assignee list?

(a) Login (see paragraph 6.1 above).

(b) Hover the cursor over "My Admin" in the blue menu bar and then click "My Secured Parties/Assignees".

(d) Enter the desired amendments in accordance with paragraph 10.6 (for persons) and paragraph 10.7 (for organisations) below.

(e) Click "Save".

6.14 How do I add a financing statement to My Financing Statements?

(a) Locate the financing statement registration number and secured party PIN or assignee PIN for the relevant financing statement.

(b) Login (see paragraph 6.1 above).

(d) Click "Add Financing Statement" on the right of the screen.

(e) Enter the financing statement registration number and secured party PIN or assignee PIN for the relevant financing statement.

(f) Click "Save".

(g) Note: Before adding a financing statement to your My Financing Statements, it is recommended that you read paragraph 12 below.

6.15 How do I disable or reactivate my user account?

(a) If you wish to disable your account permanently or temporarily or to reactivate your account, you must ask your user group Administrator to do this. If you are the only user in a user group, you must apply in writing to the Registrar providing evidence of your identity and address certified to the satisfaction of the Registrar (eg by a lawyer or accountant). You cannot access your account while it is disabled.

(b) If you are a user group Administrator, you can disable and enable user accounts in your user group including the user accounts of other Administrators (see paragraph 7.5 below).

7. User Groups

7.1 User group roles

(a) There are three roles you can have as a user in a user group which define the level of functionality to which you will have access.

(b) Clerk: this is the lowest permission level. A Clerk can:

(i) search the SIR;

(ii) access My Workspace and My Financing Statements; and

(iii) create a draft financing statement (but not register one).

(c) Presenter: in addition to the functionality to which a Clerk has access, a Presenter can also register financing statements.

(d) Administrator: an Administrator has full access to all functionality within a user group. In addition to the functionality to which Clerks and Presenters have access, an Administrator can also:

(i) add or remove users to or from a user group;

(ii) maintain users in a user group (eg by resetting passwords, amending user and account details and disabling accounts);

(iii) re-assigning registrations (but not searches) between users in a user group;

(iv) maintain the secured party and assignee list for a user group; and

(v) register bulk updates.

7.2 Who can be a user group Administrator?

(a) A user group must have at least one Administrator.

(b) Any registered user can act as an Administrator.

7.3 How does an Administrator add a user to a user group?

(a) Login (see paragraph 6.1 above).

(b) Hover your cursor over "My Admin" in the blue menu bar and then click "My Users". All users in your user group will then be displayed.

(d) In the Add Portal User page which follows, enter the following information:

(i) the user's full name;

(ii) telephone number;

(iii) email address;

(iv) password;

(v) user group; and

(vi) role (ie Clerk, Presenter or Administrator); and

(vii) address.

(e) Click "Create User".

(f) A new user to a user group will be defaulted to the user group at login.

(g) An email will be sent to the new user containing the new user's login credentials (comprising their email address and password).

(h) Notes:

(i) There is no limit to the number of users in a user group.

(ii) Fields marked with an asterisk (*) must be completed.

7.4 How does an Administrator edit or change a user's profile?

(a) Login (see paragraph 6.1 above).

(b) Hover your cursor over "My Admin" in the blue menu bar and then click "My Users". All users in your user group will then be displayed.

(i) click the icon in the "Open" column in the row for the relevant user;

(ii) make the desired amendments; and

(iii) click "Update User".

(d) To locate a user by filtering users in your users list, click "Search Filter". You can search by reference to:

(i) a registration date range;

(ii) first name;

(iii) last name; or

(iv) email address.

7.5 How does an Administrator disable or enable a user's account?

(a) Login (see paragraph 6.1 above).

(b) Hover your cursor over "My Admin" in the blue menu bar and then click "My Users". All users in your user group will then be displayed.

(d) To locate a user by filtering users in your users list, see paragraph 7.4(d) above.

8. Financial accounts

8.1 What is a financial account?

A financial account is an account maintained with the Registrar that allows a registered user to pay on account to register financing statements, to serve change demands and to pay for searches rather than having to pay by credit or debit card each time a registration or search is made or a change demand is served.

8.2 How do I apply for a financial account?

(a) An Administrator can apply to the Registrar for a financial account.

(b) If an application for a financial account is successful, the Administrator's user account will be linked to the Administrator's financial account. The user accounts of users in a user group will be linked to the financial account of the Administrator of the user group.

(c) A financial account will appear as a payment option for registrations, searches and change demands for users in the user group.

(d) Note: The Registrar will only permit organisations to have a financial account. If you or the organisation for which you work are not permitted to have a financial account, you must pay for each registration, search and change demand by credit or debit card.

8.3 What types of financial account are there?

(a) There are two types of financial account:

(i) a pre-paid account; and

(ii) a post-paid account.

(b) With a pre-paid account, payment is taken in advance with transaction amounts being subtracted from the Administrator's current balance. If the account reaches zero, the users in a user group will not be able to transact further using the account until the account is topped-up (although it is still possible to pay by credit or debit card, but such payments will not appear in account statements).

(c) With a post-paid account, payment is made on a monthly or quarterly basis on submission of an account statement by the Jersey Financial Services Commission. A post-paid account will have a credit limit (which will be set by the Registrar). Once that limit is reached, the users in a user group will not be able to transact further using the account until payment of the last account statement is made (although it is still possible to pay by credit or debit card, but such payments will not appear in an account statement).

(d) If the balance on a pre-paid account reaches zero or the credit limit for a post-paid account is reached, a message will be displayed advising you to top-up your account or to pay amounts outstanding in respect of your account before continuing with registrations, searches or change demands.

(e) As agreed with the Registrar, each month or each quarter, the Registrar will send by email to an Administrator an account statement that itemises services used within the period.

8.4 How do I access account information?

(a) A financial account can be used by Administrators and Presenters in a user group. My Account can only be viewed by an Administrator.

(b) Account information can be accessed by hovering the cursor over "My Account" on the blue menu bar and selecting:

(i) Balance and Transactions; or

(ii) Statements.

(c) Balance and Transactions permits an Administrator to view current details relating to a user group account including:

(i) the account number and name;

(ii) the account balance; and

(iii) a list of previous transactions.

(d) Statements permits an Administrator to view account statements issued as part of a statement run including:

(i) the account number and name;

(ii) the account balance; and

(iii) a list of previous statements that can be viewed by clicking the icon in the "Download" column for the statement that you wish to view.

(e) You cannot prepay or post-pay an account on the SIR. You must prepay or post pay an account by paying:

(i) in cash at the Companies Registry at 14-18 Castle Street, St Helier, Jersey JE4 8TP (and do not send cash by post);

(ii) by cheque made payable to the Jersey Financial Services Commission; or

(iii) by BACS. The Registrar will provide the routing details when you apply for an account. A BACS payment made in respect of a pre-paid or post-paid account must only consist of funds needed to pay for that account. It must not also consist of other funds needed to pay for other services provided by the Jersey Financial Services Commission.

9. financing statements

9.1 What is a financing statement?

(a) A financing statement contains basic information about a security interest or an assignment of receivables.

(b) An agreement under which a security interest is created or receivables are assigned is not registered on the SIR. Instead, notice of such an agreement may be posted on the SIR by registering a financing statement.

(d) Each filing made on the SIR is also given a unique filing reference number. This is so that different amendments made to a financing statement can be more easily identified.

9.2 Why register a financing statement?

(a) Registering a financing statement is:

(i) one way of perfecting a security interest; and

(ii) the only way of perfecting an assignment of receivables.

(b) Order of perfection can determine priority.

9.3 Who can register a financing statement?

A person:

(a) who is granted a valid security interest in intangible property;

(b) to whom a receivable is validly assigned; or

9.4 When can a financing statement be registered?

Before or after:

(a) a security agreement is entered into;

(b) a security interest is otherwise granted; or

9.5 When can a financing statement not be registered?

Do not register a financing statement in respect of:

(a) security taken under foreign law over non-Jersey situate property (unless such property is subsequently moved to Jersey and perfection takes place in accordance with Article 28 of the Law);

(b) a perfected security interest taken under foreign law over rights arising under:

(i) a Jersey law governed agreement or instrument; or

(ii) a foreign law governed agreement or instrument under which the person owing the obligations is an entity incorporated, formed or established in Jersey or an individual whose only or principal place of business is Jersey or whose principal place of residence is Jersey;

(d) a security interest granted by a trustee other than the trustee of a prescribed unit trust (as defined in the Glossary).

9.6 Registering under Article 5 of the Law

It is possible to register a security interest taken under Article 5 of the Law over non-Jersey situate intangible property.

9.7 Confidentiality

You should consider whether you or the organisation for which you work would breach any confidentiality obligations to which you are subject by registering a financing statement. If you would, or if you are in any doubt, you should obtain the consent of the grantor or assignor before registration.

9.8 Data protection

If you register a financing statement against an individual or include the name of any individual in the registration, you will be processing personal data for the purposes of the Data Protection (Jersey) Law 2005 (Data Protection Law). If you are not, or the organisation for which you work for is not, registered under the Data Protection Law, read the guidance at paragraph 23 below before registering a financing statement.

10. registering financing statements

10.1 Step 1 - preliminary

(a) Go to https://sir.jerseyfsc.org. If you are a registered user, login (see paragraph 6.1 above).

(b) On the SIR home page:

(i) click "Security Interests" or "Assignment of Receivables", as the case may be; and

(ii) then click "Register Financing Statement" from the drop down menu.

(i) hover the cursor over "Submissions" in the blue menu bar;

(ii) then hover the cursor over "Security Interests" or "Assignments of Receivables", as the case may be; and

(iii) click "Register Financing Statement".

(d) Notes:

(i) Only absolute assignments of receivables should be registered as assignments of receivables. Assignments of receivables made by way of security should be registered as security interests.

(ii) It is possible to register:

(1) assignments of receivables from 1 October 2013; and

(2) security interests from 2 January 2014.

10.2 Step 2 - enter data

To complete a financing statement, take the following steps in the following order.

(a) On the Secured Party page or Assignee page, click "Add" and then, once the Add Secured Party window or Add Assignee window appears, on the first tab labelled "Basic Information", select whether the secured party or assignee is acting:

(i) for its own benefit; or

(ii) for the benefit of another person and/or for its own benefit (eg where it acts as security agent or trustee).

(b) In the case of a registered user only, if the secured party's or assignee's details are to be:

(i) entered manually:

(1) select "Manual Entry"; and

(2) select whether the secured party or the assignee is a person or organisation in the Secured Party or Assignee type drop down menu; or

(ii) taken from the user's secured party or assignee list:

(1) select "Secured Party List" or "Assignee List"; and

(2) select the secured party or assignee from the drop down menu.

If the second option is selected, click "Save" and then click "Next" and skip to paragraph (d) below.

(i) in paragraph 10.6 below, in the case of a person; or

(ii) in paragraph 10.7 below, in the case of an organisation,

then click "Save" and then click "Next".

(d) On the Grantor page or Assignor page, click "Add" and, in the Grantor or Assignor type drop down menu, select whether the grantor or the assignor is a person or organisation.

(e) Enter the details of the grantor or assignor specified:

(i) in paragraph 10.8 below, in the case of a person; or

(ii) in paragraph 10.9 below, in the case of an organisation,

then click "Save" and then click "Next".

(f) In the case of:

(i) a security interest, enter the details of the collateral and proceeds (see paragraph 10.11 below); or

(ii) an assignment of receivables, enter the details of the:

(1) account debtor if desired (see paragraph 10.12 below); and

(2) receivables assigned (see paragraph 10.13 below),

then click "Save" (if necessary) and/or click "Next".

(g) Select whether or not the security interest is to be subordinated (see paragraph 10.14 below). Then click "Next".

(h) Specify the expiry date of the financing statement (see paragraph 10.15 below). Then click "Next".

(i) Notes:

(i) Fields marked with an asterisk (*) must be completed.

(ii) It is possible to copy and paste data into registration fields.

10.3 Step 3 - review

(a) Review the information that has been entered and amend as required (by clicking the appropriate "Modify" button and making the desired amendment).

(b) Click "Next" as many times as necessary to return to the Review screen and click "Next" again.

10.4 Step 4 – pay and submit

(a) If you are a casual user, enter your credit or debit card details and click "Pay Now".

(b) If you are a registered user that wishes to pay on account:

(i) select "My Account";

(ii) enter a narrative for the registration (eg a file number) if desired; and

(iii) click "Pay & Submit".

(i) select the debit/credit card payment option;

(ii) enter a narrative for the registration (eg a file number) if desired;

(iii) click "Pay and Submit";

(iv) enter your card details; and

(v) click "Pay Now".

10.5 Step 5 - verification

(a) If a financing statement is successfully registered a Verification window will open that contains details of the financing statement registration number, secured party PIN or assignee PIN, the grantor PIN or assignor PIN and filing reference number.

(b) A verification statement and secured party PIN or assignee PIN will also be emailed to the email address specified for each secured party or assignee (see paragraph 14 below).

(d) Note: If the email address referred to in paragraph (b) is that of an addressee for service, the addressee for service should not forward the email referred to in paragraph (b) to anyone other than the secured party or assignee because, as it contains details of the secured party PIN or assignee PIN, it would enable a recipient to amend or discharge the relevant financing statement. A copy of the verification statement alone should be provided to a grantor or assignor (if it has not waived this right in writing).

10.6 Secured party or assignee details - persons

(a) Enter the following information in the following order.

(b) In the Basic Information tab, enter the following details:

(i) first name;

(ii) last name; and

(iii) all middle names (if any);

(Please read Notes (ii) to (vii) below for guidance on how to enter names correctly.)

(c) Click the "Main Residential Address" tab and enter the secured party's or assignee's main residential address (or, if preferred, the secured party or assignee may enter the same address as the Address for Service entered in accordance with paragraph (d) below).

(d) Click the "Address for Service" tab and enter the secured party's or assignee's address for service (eg the address of a process agent). If the address for service is the same as the person's main residential address, click "Same as Residential Address".

(e) Click the "Contact" tab and enter the:

(i) name;

(ii) telephone number; and

(iii) email address,

of the person or department to which communications should be sent.

(f) Click "Save".

(g) If there is more than one secured party or assignee, click "Add" and repeat the steps in the preceding paragraphs.

(h) To remove a secured party or assignee, select the relevant grantor or assignor and click "Remove".

(i) Click "Next".

(j) Notes:

(i) Fields marked with an asterisk (*) must be completed.

(ii) The full name of the secured party or assignee must be entered in a financing statement.

(iii) The secured party's or assignee's name that must be entered in a financing statement is the full name appearing in their passport or national identity document. If they do not have a passport or a national identity document, use the full name appearing in their driver's licence. If they do not have a passport, a national identity document or a driver's licence, use the full name appearing in their marriage certificate. If they do not have a passport, a national identity document, a driver's licence or a marriage certificate, use the full name appearing in their birth certificate.

(iv) All names must be:

(1) spelt exactly as they appear (including, for example, apostrophes, hyphens and accents or marks above, below or through letters); and

(2) listed in the order of their appearance,

in the secured party's or assignee's identity document specified in paragraph (ii) above.

(v) If the secured party or assignee uses more than one name or is in the process of changing name (eg because of marriage or name change by deed poll), the secured party or assignee may be entered under the names used in separate entries in the same financing statement, as if the secured party or assignee were two secured parties or assignees.

(vi) If the secured party or assignee is a person who carries on business as a sole trader under a name or style other than the secured party's or assignee's own name, enter their own name.

(vii) If the secured party or assignee name field is completed in a language that does not only use alphanumeric characters (ie A-Z, 0-9), an English transliteration of the name must also be entered as a separate entry in a financing statement, as if there were two secured parties or assignees.

(viii) Failure to enter a full name correctly may render a financing statement invalid.

10.7 Secured party or assignee details - organisations

(a) Enter the following information in the following order.

(b) In the Basic Information tab, select whether the secured party or assignee is Jersey registered or not Jersey registered as follows. If it is:

(i) a Jersey organisation, select "Jersey Registered" (whether or not it has a registered number and whether or not it is acting through a branch outside Jersey); or

(ii) not a Jersey organisation, select "Non-Jersey Registered" (whether or not it has a registered number and whether or not it is acting through a branch in Jersey).

(i) registered number (if it has one and if desired – see Note (ii) below);

(ii) name (see Notes (iii) to (vi) and (viii) below);

(iii) jurisdiction of incorporation, formation or establishment (if not Jersey registered) (see Note (vii) below); and

(iv) type (eg private company, limited partnership etc).

If the organisation is incorporated, formed or established in Jersey and has a registered number, enter this first. This will engage a look-up service.

(d) Click the "Registered Office" tab and enter the secured party's or assignee's registered office or main business address. If the secured party or assignee is acting through a branch and reference is made to this in its name (see Note (iv) below), you may enter either its branch, registered office or main business address.

(e) Click the "Address for Service" tab and enter the secured party's or assignee's address for service (eg the address of a process agent). If the address for service is the same as the organisation's branch, registered office or main business address, click "Same as Registered Office".

(f) Click the "Contact" tab and enter the:

(i) name;

(ii) telephone number; and

(iii) email address,

of the person or department to which communications should be sent.

(g) Click "Save".

(h) If there is more than one secured party or assignee, click "Add" and repeat the steps in the preceding paragraphs.

(i) To remove a secured party or assignee, select the relevant grantor or assignor and click "Remove".

(j) Click "Next".

(k) Notes:

(i) Fields marked with an asterisk (*) must be completed.

(ii) It is not mandatory to enter the registered number of a secured party or assignee. If a secured party or assignee is acting through a branch and reference is made to this in its name (see Note (iv) below), you may enter either its registered branch number or its registered number.

(iii) Organisation names should be entered as follows. If:

(1) the organisation is incorporated, formed or established under a statute, enter its registered name;

(2) paragraph (1) is not applicable, enter the organisation's name as set out in its constitutional documents; or

(3) paragraphs (1) and (2) are not applicable, enter the organisation's trading name or, if it does not have a trading name, the name by which it is commonly known.

(iv) If an organisation is acting through a branch reference may be made to this in the name of the organisation (eg ABC Bank Limited, London Branch).

(v) If the organisation is a partnership without a name, enter each partner as a separate secured party or assignee in the same registration.

(vi) If the secured party or assignee name field is completed in a language that does not only use alphanumeric characters (ie A-Z, 0-9), an English transliteration of the name must also be entered as a separate entry in a financing statement, as if there were two secured parties or assignees.

(vii) If a secured party or assignee is not Jersey registered and it is acting through a branch and reference is made to this in its name (see Note (iv) above), you may enter either the jurisdiction of its branch or its jurisdiction of incorporation, formation or establishment.

(viii) Failure to enter a name correctly may render a financing statement invalid.

10.8 Grantor or assignor details - persons

(a) Enter the following information in the following order.

(b) In the Basic Information tab, enter the following details:

(i) first name;

(ii) last name;

(iii) all middle names (if any); and

(iv) date of birth.

Please read Notes (iii) to (xii) below for guidance on how to enter names correctly.

(c) Click the "Main Residential Address" tab and enter the grantor's or assignor's main residential address (or, if preferred, the secured party or assignee may enter the same address as the Address for Service entered in accordance with paragraph (d) below).

(d) Click the "Address for Service" tab and enter the grantor's or assignor's address for service (eg the address of a process agent). If the address for service is the same as the person's main residential address, click "Same as Residential Address".

(e) Click the "Contact" tab and enter the:

(i) name;

(ii) telephone number; and

(iii) email address,

of the person or department to which communications should be sent.

(f) Enter the capacity in which the grantor or assignor is acting (see paragraph 10.10 below). If the grantor or assignor is acting as general partner of a Jersey limited partnership or trustee of a prescribed unit trust or some other capacity, see Notes (vii) and (viii) below. If the grantor or assignor is acting as:

(i) general partner of a Jersey separate limited partnership;

(ii) general partner of a Jersey incorporated limited partnership;

(iii) the managing or other partner of a Jersey limited liability partnership; or

(iv) manager or managing member of a Jersey limited liability company,

see Note (ix) below.

(g) Click "Save".

(h) If there is more than one grantor or assignor, click "Add" and repeat the steps in the preceding paragraphs.

(i) To remove a grantor or assignor, select the relevant grantor or assignor and click "Remove".

(j) Otherwise click "Next".

(k) Notes:

(i) Fields marked with an asterisk (*) must be completed.

(ii) The full name of the grantor or assignor must be entered in a financing statement.

(iii) The grantor's or assignor's name that must be entered in a financing statement is the full name appearing in their passport or national identity document. If they do not have a passport or a national identity document, use the full name appearing in their driver's licence. If they do not have a passport, a national identity document or a driver's licence, use the full name appearing in their marriage certificate. If they do not have a passport, a national identity document, a driver's licence or a marriage certificate, use the full name appearing in their birth certificate.

(iv) All names must be:

(1) spelt exactly as they appear (including, for example, apostrophes, hyphens and accents or marks above, below or through letters); and

(2) listed in the order of their appearance,

in the grantor's or assignor's identity document specified in paragraph (iii) above.

(v) If the grantor or assignor uses more than one name or is in the process of changing name (eg because of marriage or name change by deed poll), the grantor or assignor may be entered under the names used in separate entries in the same financing statement, as if the grantor or assignor were two grantors or assignors.

(vi) If the grantor or assignor is a person who carries on business as a sole trader under a name or style other than the grantor's or assignor's own name, enter their own name.

(vii) If the grantor or assignor is a person who is acting as general partner of a Jersey limited partnership or the trustee of a prescribed unit trust, you must register your financing statement against the name of the general partner or trustee (as limited partnerships and trusts do not have separate legal personality). You must also enter the capacity in which the grantor or assignor is acting (see paragraph 10.10 below).

(viii) If a person is a general partner of a limited partnership (the first limited partnership) and the first limited partnership is in turn acting as general partner of another limited partnership (the second limited partnership) which is the grantor or assignor, then you should make a registration against both the general partner of the first limited partnership and the general partner of the second limited partnership in the same registration as if there were two grantors or assignors.

(ix) If the grantor or assignor is a person who is acting as:

(1) general partner of a Jersey separate limited partnership;

(2) general partner of a Jersey incorporated limited partnership;

(3) the managing or other partner of a Jersey limited liability partnership; or

(4) manager or managing member of a Jersey limited liability company,

you must register your financing statement against the name of the separate limited partnership, the incorporated limited partnership, the limited liability partnership or the limited liability company, not the name of the general partner, managing or other partner or manager or managing member (as such partnerships and limited liability companies have separate legal personality). See paragraph 10.9 below.

(x) If the grantor or assignor name field is completed in a language that does not only use alphanumeric characters (ie A-Z, 0-9), an English transliteration of the name must also be entered as a separate entry in a financing statement, as if there were two grantors or assignors.

(xi) It is not permitted to register a financing statement in respect of a security interest granted by a trustee or nominee (other than the trustee of a prescribed unit trust).

(xii) Failure to enter a full name correctly may render a financing statement invalid.

10.9 Grantor or assignor details - organisations

(a) Enter the following information in the following order.

(b) In the Basic Information tab, select whether the grantor or assignor is Jersey registered or not Jersey registered as follows. If it is:

(i) a Jersey organisation, select "Jersey Registered" (whether or not it has a registered number and whether or not it is acting through a branch outside Jersey); or

(ii) not a Jersey organisation, select "Non-Jersey Registered" (whether or not it has a registered number and whether or not it is acting through a branch in Jersey).

(i) registered number (if it has one);

(ii) name (see Notes (iii) to (ix) and (xi) and (xii) below);

(iii) jurisdiction of incorporation, formation or establishment (if not Jersey registered) (see Note (x) below); and

(iv) type (eg private company, limited partnership, limited liability company etc).

If the organisation is incorporated, formed or established in Jersey and has a registered number, enter this first. This will engage a look-up service.

(d) Click the "Registered Office" tab and enter the grantor's or assignor's registered office or main business address. If the grantor or assignor is acting through a branch and reference is made to this in its name (see Note (iv) below), you must enter either its branch, registered office or main business address.

(e) Click the "Address for Service" tab and enter the grantor's or assignor's address for service (eg the address of a process agent). If the address for service is the same as the organisation's branch, registered office or main business address then click "Same as Registered Office".

(f) Click the "Contact" tab and enter the:

(i) name;

(ii) telephone number; and

(iii) email address,

of the person or department to which communications should be sent.

(g) Enter the capacity in which the grantor or assignor is acting (see paragraph 10.10 below). If the grantor or assignor is acting as general partner of a Jersey limited partnership or trustee of a prescribed unit trust or some other capacity, see Notes (vi) and (vii) below. If the grantor or assignor is acting as:

(i) general partner of a Jersey separate limited partnership;

(ii) general partner of a Jersey incorporated limited partnership;

(iii) the managing or other partner of a Jersey limited liability partnership; or

(iv) manager or managing member of a Jersey limited liability company,

see Note (viii) below.

(h) Click "Save".

(i) If there is more than one grantor or assignor, click "Add" and repeat the steps in the preceding paragraphs.

(j) To remove a grantor or assignor, select the relevant grantor or assignor and click "Remove".

(k) Click "Next".

(l) Notes:

(i) Fields marked with an asterisk (*) must be completed.

(ii) If the grantor or assignor is an organisation with a registered number (whether or not it is registered in Jersey and whether or not it is acting through a branch), you must, subject to what follows, enter its registered number in the organisation number field. If the grantor or assignor is not registered in Jersey and it is acting through a branch and reference is made to this in its name (see Note (iv) below), you must enter either its branch number or its registered number.

(iii) Organisation names should be entered as follows. If:

(1) the organisation is incorporated, formed or established under a statute, enter its registered name;

(2) paragraph (1) is not applicable, enter the organisation's name as set out in its constitutional documents; or

(3) paragraphs (1) and (2) are not applicable, enter the organisation's trading name or, if it does not have a trading name, the name by which it is commonly known.

(iv) If an organisation is acting through a branch reference must be made to this in the name of the organisation (eg ABC Limited, Guernsey Branch).

(v) If the organisation is a partnership without a name, enter each partner as a separate grantor or assignor in the same registration.

(vi) If the grantor or assignor is an organisation which is acting as general partner of a Jersey limited partnership or the trustee of a prescribed unit trust, you must register your financing statement against the name of the general partner or trustee (as limited partnerships and trusts do not have separate legal personality). You must also enter the capacity in which the grantor or assignor is acting (see paragraph 10.10 below).

(vii) If an organisation is a general partner of a limited partnership (the first limited partnership) and the first limited partnership is in turn acting as general partner of another limited partnership (the second limited partnership) which is the grantor or assignor, then you should make a registration against both the general partner of the first limited partnership and the general partner of the second limited partnership in the same registration as if there were two grantors or assignors.

(viii) If the grantor or assignor is an organisation which is acting as:

(1) general partner of a Jersey separate limited partnership;

(2) general partner of a Jersey incorporated limited partnership;

(3) the managing or other partner of a Jersey limited liability partnership; or

(4) manager or managing member of a Jersey limited liability company,

(ix) If the grantor or assignor name field is completed in a language that does not only use alphanumeric characters (ie A-Z, 0-9), an English transliteration of the name must also be entered as a separate entry in a financing statement, as if there were two grantors or assignors.

(x) If the grantor or assignor is not Jersey registered and it is acting through a branch, you must enter either the jurisdiction of its branch or its jurisdiction of incorporation, formation or establishment.

(xi) It is not permitted to register a financing statement in respect of a security interest granted by a trustee or nominee (other than the trustee of a prescribed unit trust).

(xii) Failure to enter a registered number or name correctly may render a financing statement invalid.

10.10 Capacity in which grantor or assignor is acting

(a) This paragraph applies whether the grantor or assignor is a person or an organisation.

(b) Click the "Acting Role" tab and specify the capacity in which the grantor or assignor is acting. There are four options:

(i) its own capacity;

(ii) as trustee;

(iii) as general partner; or

(iv) in some other capacity.

(c) If the grantor or assignor is acting in its capacity as trustee of a prescribed unit trust (as defined in the glossary), you must enter the name of the prescribed unit trust. Otherwise, see Note (i) below.

(d) If the grantor or assignor is acting in its capacity as general partner of a limited partnership, you must select or enter the following information:

(i) if the limited partnership is Jersey registered or not Jersey registered; and

(ii) the limited partnership's:

(1) registered number;

(2) name (see paragraph 10.9(l)(iii) and (v) above);

(3) jurisdiction of incorporation, formation or establishment (if not Jersey registered); and

(4) type (you should select "limited partnership" only).

(e) Notes:

(i) It is not permitted to register a financing statement in respect of a security interest granted by a trustee or nominee (other than the trustee of a prescribed unit trust).

(ii) If the grantor or assignor is acting as general partner of a limited partnership and the limited partnership has a registered number, you must enter the partnership's registered number in the organisation number field.

(iii) If the grantor or assignor is acting as:

(1) general partner of a Jersey separate limited partnership;

(2) general partner of a Jersey incorporated limited partnership;

(3) the managing or other partner of a Jersey limited liability partnership; or

(4) manager or managing member of a Jersey limited liability company,

(iv) Failure to enter a registered number or name correctly may render a financing statement invalid.

10.11 Describing collateral in a financing statement

(a) In the collateral window, select whether the security interest is or will be created in:

(i) all present and after-acquired intangible movable property (Option (i));

(ii) shares conferring a right of occupation of lower value residential property (Option (ii)); or

(iii) specific collateral (Option (iii)).

(b) Option (i) should be selected where security is taken over all of a grantor's present and after-acquired intangible movable property. If this option is selected, click "Next" (as it is not necessary to itemise collateral or proceeds).

(c) Option (ii) should be selected where security is taken over shares conferring a right of occupation of lower value residential property in Jersey where the purchase of those shares was charged to Land Transaction Tax (LTT) by the Comptroller of Taxes at a reduced rate under Article 3B (Lower value residential property: security interests) of the Schedule to the Taxation (Land Transaction Tax) (Jersey) Law 2009. If this option is selected, click "Add" and enter the description of the shares in the free text box (see Note (vi) below).

(d) Option (iii) should be selected where security is taken over specific collateral other than shares conferring a right of occupation of lower value residential property. If this option is selected, click "Add" and enter the description of the original collateral by item or type in the free text box.

(e) If you have selected Option (ii) or Option (iii) and also wish to perfect a security interest in proceeds:

(i) tick the proceeds box if all present and after-acquired intangible movable property that is proceeds forms part of the collateral; or

(ii) do not tick the proceeds box and, instead, itemise the specific items or types of property that will form part of the proceeds collateral in the collateral free text box after the description of the original collateral.

(f) Click "Save".

(g) Click "Next".

(h) Notes:

(i) Under the Law, it is only possible to create a security interest in intangible property. All collateral specified in a financing statement must, therefore, be intangible property. The main categories of intangible property are:

(1) negotiable instruments;

(2) investment securities;

(3) deposit accounts and securities accounts;

(4) rights under contracts (including partnership agreements and insurance policies);

(5) receivables; and

(6) unregistered intellectual property rights.

(ii) A financing statement must:

(1) state that security is taken over all of a grantor's present and after-acquired intangible movable property;

(2) specify the shares conferring a right of occupation of lower value residential property in which a security interest is granted by a grantor to a secured party; or

(3) specify the collateral (other than shares conferring a right of occupation of lower value residential property) in which a security interest is granted by a grantor to a secured party.

(iii) Article 4 of the Order provides that, for the purposes of Article 25(a) of the Law, proceeds may be described in a financing statement:

(1) as follows: "all present and after-acquired intangible movable property that is proceeds"; or

(2) in other cases, by reference to specific items or types of proceeds.

(iv) If the collateral is:

(1) all of the grantor's present and after-acquired intangible property except specific items or types of property; or

(2) all of the grantor's present and after-acquired intangible property but a secured party nevertheless also wishes to itemise specific items of collateral,

select "specific collateral" and itemise the collateral in the free text box, for example, by entering:

(A) "all of the grantor's present and after-acquired intangible property except…" and specifying the exceptions; or

(B) "all of the grantor's present and after-acquired intangible property including…" and identifying the specific items of collateral.

(v) The definitions of "investment security" and "proceeds" in the Law exclude money received in respect of an investment security (eg dividends). If such money is to form part of the collateral, it should be included in the description of the original collateral in a security agreement and in a financing statement, for example:

"all the grantor's present and after-acquired investment securities and any dividends, distributions, interest or other income or return of capital (whether in cash or otherwise) paid or payable in relation to them".

(vi) No fee will be charged by the Registrar for registering a financing statement in respect of shares conferring a right of occupation of lower value residential property. Accordingly, if Option (ii) is selected, the collateral referred to in the financing statement must be limited to:

(1) shares conferring a right of occupation of lower value residential property in Jersey;

(2) any income, capital and voting rights deriving from or attaching to such shares; and

(3) the proceeds of such shares.

The Registrar may require a certified copy of the LTT receipt issued by the Comptroller of Taxes to the grantor to be delivered to the Registrar. If a financing statement registered in respect of shares conferring a right of occupation of a lower value residential property in Jersey also includes reference to other collateral that is not shares conferring a right of occupation of a lower value residential property in Jersey, the security interest in such other collateral will not be validly perfected by the registration of that financing statement. Another financing statement should be registered in respect of such other collateral. However, a financing statement registered by a secured party before 1 September 2022 in respect of shares conferring a right of occupation of a flat or other dwelling in Jersey purchased by a first time buyer will continue to be validly perfected by registration of that financing statement on or after 1 September 2022.

(vii) It is best practice for a description of collateral in a financing statement to reflect the description of the collateral in a security agreement unless:

(1) the financing statement is intended to relate to more than one security agreement; or

(2) it is appropriate to resort to a generic description of collateral in a financing statement that is wider than the description of the collateral in a security agreement due to matters of security or privacy (for example, if security is being taken over deposit accounts, it may be considered prudent to describe the collateral as "all of the Grantor's deposit accounts held at ABC Bank Limited of 1 Bank Road, St Helier, Jersey" rather than publicly disclosing account numbers in a financing statement).

(viii) Do not include data in the collateral free text box that does not relate to collateral or proceeds.

10.12 Describing an account debtor in a financing statement

(a) Click "Add".

(b) In the Basic Information tab select whether the account debtor is a person or an organisation.

(d) If an account debtor is an organisation, enter the data specified in paragraph 10.9 (as the same data is required).

(e) Click "Save".

(f) If there is more than one account debtor, click "Add" and repeat the steps in preceding paragraphs.

(g) To remove an account debtor, select the relevant account debtor and click "Remove".

(h) Click "Next".

(i) Notes:

(i) An account debtor means the person owing the payment obligation under a receivable.

(ii) It is not mandatory to complete account debtor information. This is because in some cases, for example factoring arrangements, it will be impracticable to do so given the number of receivables assigned and because a description of the receivables will itself be sufficient to identify them (eg "all debts due under invoices issued by the assignor in respect of the supply of electricity between 1 January 2013 and 1 February 2013" or "all debts due or becoming due to the assignor in respect of sales of motor vehicles"). If you do not wish to enter account debtor information, click "Next".

10.13 Describing the receivables assigned in a financing statement

(a) Click "Add".

(b) Enter the description of the receivables in the free text box and click "Save".

(d) Notes:

(i) A receivable is defined in the Law as a monetary entitlement, whether or not earned by performance, arising from:

(1) the supply of goods or services (other than insurance services); or

(2) the supply of energy,

but it does not include a loan, a deposit account or a right to payment embodied in a negotiable instrument or an investment security.

(ii) See Note (ii) to paragraph 10.12 above.

(iii) Only absolute assignments of receivables should be registered as assignments of receivables. Assignments of receivables made by way of security should be registered as security interests.

10.14 Subordinating a financing statement

(a) A financing statement may specify if the secured party's rights against the grantor are subordinated to the interests of another creditor of the grantor.

(b) If the secured party does not wish to register the subordination it should select "No" in the subordination window and click "Next".

(i) must specify the name of the person or organisation in whose favour the subordination is made; and

(ii) may specify the date (if any) that the subordination will cease. (If no date is specified, the subordination will remain in effect until the financing statement is discharged or expires.) Then click "Next".

(d) Click "Next".

(e) Notes:

(i) Absolute assignments of receivables cannot be subordinated (so you should select "No" and click "Next").

(ii) A subordination must be registered by the secured party whose security interest is being subordinated.

(iii) A financing statement that did not originally record a subordination can be amended by registering a financing change statement in order to do so.

(iv) A financing statement may be unsubordinated by amending it by registering a financing change statement.

(v) Renewing a financing statement does not automatically extend the period of subordination recorded in it.

(vi) In cases of partial subordination (eg where subordination is in respect of a specific sum or in relation to one item of collateral), secured parties may register a subordination in favour of each other in their respective financing statements.

10.15 Expiry of a financing statement

(a) The expiration date of a financing statement must be selected in the expiry date field.

(b) The expiration date and time may be any period up to 99 years from the date of registration (although a registration for less than one year will be subject to a one year registration fee).

(c) If no expiration date is selected, the default expiration date will be ten years from the date of registration of a financing statement or financing change statement.

(d) When you have made your selection, click "Next".

(e) Notes:

(i) Unless renewed, a financing statement will expire automatically on its expiry date. No notice of expiry is given.

(ii) If a financing statement is not renewed before its expiry, the priority of the security interest or assignment of receivables that it registers may be lost.

11. Amending, discharging or renewing financing statements

11.1 Financing change statements

(a) It is not obligatory to update any data contained in a financing statement that becomes inaccurate with the passage of time (eg to reflect a change of name or address). This reflects Article 6(3) of the Order. Nevertheless, a secured party or assignee may update data if desired.

(b) A financing statement is amended, discharged or renewed by registering a financing change statement.

(c) A financing change statement records any transfer, assignment, subordination, discharge, amendment or other action in respect of a security interest or an assignment of receivables.

(d) A secured party or assignee will be given a new secured party PIN or assignee PIN each time it registers a financing change statement.

11.2 How do I register a financing change statement as a casual user?

(a) Take the following steps in the following order.

(b) Locate the financing statement registration number and secured party PIN or assignee PIN of the financing statement that you wish to amend, renew or discharge. (If you have lost the secured party PIN or assignee PIN and wish to retrieve it see paragraph 11.3 below.)

(i) Register Financing Change Statement;

(ii) Renew Financing Statement; or

(iii) Discharge Financing Statement,

from the drop down menu. Select the Register Financing Change Statement option for any change other than a discharge or renewal.

(d) Alternatively, users can also submit a financing change statement by:

(i) hovering the cursor over "Submissions" in the blue menu bar;

(ii) then hovering the cursor over "Security Interests" or "Assignments of Receivables", as required; and

(iii) then clicking on:

(1) Register Financing Change Statement;

(2) Renew Financing Statement; or

(3) Discharge Financing Statement, as required.

(e) In the Find Financing Statement window, enter the:

(i) financing statement registration number (prefixed with the letters "FS"); and

(ii) secured party PIN or assignee PIN,

for the financing statement that is to be amended, renewed or discharged and click "Find Financing Statement".

(f) Take the appropriate action set out in the following paragraphs:

(i) to amend the data contained in a financing statement (including by registering a transfer or subordination), amend the relevant fields by clicking the relevant "Modify" button, then clicking "Edit" where necessary and then making the desired amendment (in accordance with paragraphs 10.6 to 10.15 above) noting the following:

(1) in the case of a transfer of a security interest, amend the secured party details to reflect the transferee secured party; and

(2) where receivables the subject of an existing financing statement are assigned again to a further assignee (other than by way of security) either:

(A) the existing financing statement can be discharged and a new financing statement registered (in which the assignee under the discharged financing statement is registered as the assignor under the new one and the further assignee is registered as the assignee); or

(B) a financing change statement can be registered (in which the assignee is registered as the assignor and the further assignee is registered as the assignee).

When you have made your amendments, click "Next" until you return to the Review screen and click "Next" again;

(ii) to renew a financing statement, enter the new expiry date (noting that paragraph 10.15 applies to renewals as it does to original registrations) and click "Save" and then "Next"; or

(iii) to discharge a financing statement, tick the "Confirm Discharge" box and then click "Save" and then "Next".

(g) Pay and submit except in the case of a discharge which is free (see paragraph 10.4 above).

(h) If a financing change statement is successfully registered a Verification window will open that contains details of the financing change statement number, secured party PIN or assignee PIN, the grantor PIN or assignor PIN and filing reference number.

(i) A verification statement and secured party PIN or assignee PIN will also be emailed to your email address (see paragraph 14 below).

(j) Click "My Workspace" or "New Submission" to quit the verification screen.

(k) Notes:

(i) A financing statement that is discharged will:

(1) continue to appear in your My Financing Statements and your My Workspace for a period of three months but will be labelled as discharged in the Expiry Date Column; and

(2) be returned by a search of the SIR for three months after discharge but it will be labelled as discharged in the Expiry Date Column of the search results,

unless the Registrar, in the Registrar's discretion, removes the financing statement from the SIR sooner.

11.3 How do I retrieve a lost secured party PIN or assignee PIN?

(a) You can only retrieve a lost secured party PIN or assignee PIN if you are the secured party or assignee.

(b) On the SIR home page click "Miscellaneous" and then click "Retrieve Lost PIN".

(c) Alternatively, hover your cursor over "Submissions" on the blue menu bar, then hover the cursor over "Miscellaneous" and click "Retrieve Lost Pin".

(d) Enter your email address and the financing statement number and click "Send Email".

(e) The PIN will be sent to your email address.

(f) Note: if you are a registered user you can retrieve a lost secured party PIN or assignee PIN from your My Workspace.

11.4 How do I register a financing change statement as a registered user?

(a) Login (see paragraph 6.1 above).

(b) Click "My Financing Statements" in the blue menu bar.

(c) In the File a Form column for the relevant financing statement, select Amend, Renew or Discharge from the drop down menu. (You do not have to enter a secured party PIN or assignee PIN to register a financing change statement in your My Financing Statements.)

(d) Follow the instructions at paragraphs 11.2(f) to (j) above.

12. REASSIGNing financing statements BETWEEN USERS

12.1 When would a financing statement be reassigned between users?

A financing statement may need to be reassigned because of a change in composition of a user group (eg if a user leaves a user group because the user resigns).

12.2 Reassigning financing statements between users

A user wishing to reassign a financing statement to another user should provide the user to whom the financing statement is to be reassigned with the relevant financing statement registered number and the secured part PIN or assignee PIN. The assignee should then follow the steps set out in paragraph 6.14 above.

12.3 Reassigning financing statements between users in a user group

(a) This can only be done by an Administrator.

(b) Login (see paragraph 6.1 above).

(d) In the Filing History tab, select the financing statements to be reassigned by ticking the relevant boxes in the far left column (using the search filter if required).

(e) In the Reassign Selected To drop down menu, select the user to whom the selected financing statements are to be reassigned.

(f) Click "Reassign".

12.4 Reassignment and transfer of security interests

(a) If a user adds a financing statement to the user's My Financing Statements, it does not result in the removal of the financing statement from another user's My Financing Statements. This should not be a concern as regards the reassignment of financing statements between users in the same user group (although if the reason for the reassignment is that the assignor is leaving the user group, the user group Administrator should deactivate the assignor's user account). There would, however, be a concern if a financing statement were reassigned between users who were not in the same user group since the assignor would be able to continue to register financing change statements in respect of it.

(b) A financing statement should not be reassigned where a security interest has been transferred. Instead, the transferee secured party should register a financing change statement to record the change of secured party and it will be given a new secured party PIN when it does so. This will prevent the transferor secured party from registering any further financing change statements in respect of the transferred security interest. In order for the transferee secured party to register a financing change statement, it will need to obtain the financing statement registration number and secured party PIN for the relevant financing statement from the transferor secured party.

(c) A security agreement may be transferred by assignment, subrogation or redemption. Redemption is a type of subrogation permitted under Article 54 of the Law. It is recommended that, whenever a transfer takes place, a security interest is expressly assigned by the transferor secured party to the transferee secured party even if the transferee secured party may be entitled to be subrogated to the transferor secured party's security interest.

13. Bulk updates

13.1 What is a bulk update?

A bulk update allows an Administrator to update the secured party or assignee details for a secured party or assignee across all financing statements that have been registered by the user or users in a user group.

13.2 Registering a bulk update

(a) Login (see paragraph 6.1 above).

(b) Hover the cursor over "My Admin" in the blue menu bar and then select "Bulk Update".

(d) Select whether the bulk update relates to security interests or assignments of receivables or both by ticking the boxes, as appropriate.

(e) Having made the selection at paragraph (d), the financing statements to be updated will be displayed. Then click "Next".

(f) Complete the updated details by completing the mandatory fields in accordance with paragraph 10.6 (for persons) or paragraph 10.7 (for organisations) above.

(g) Click "Next".

(h) Pay and submit (see paragraph 10.4 above).

(i) If a financing change statement is successfully registered a Verification window will open. A verification statement and secured party PIN or assignee PIN for each amended financing statement will also be emailed to your email address (see paragraph 14 below).

(j) Click "My Workspace" or "New Submission" to quit the verification screen.

14. verification statements

14.1 What is a verification statement?

(a) After a financing statement or financing change statement is registered, the Registrar must acknowledge receipt of the registration by serving a verification statement by email on the registrant.

(b) A verification statement is essentially a copy of the financing statement or financing change statement that was registered. It sets out the:

(i) financing statement registration number;

(ii) filing reference number;

(iii) grantor PIN or assignor PIN (which is needed to serve a change demand);

(iv) date and time of registration and expiry; and

(v) data entered in a financing statement.

(c) The email sent to a secured party or assignee to which a verification statement is attached will also contain details of the secured party PIN or assignee PIN.

(d) A verification statement is not intended to be a comprehensive source of information about, or to constitute legal advice concerning, the security interest or assignment of receivables to which it relates.

(e) If you have lost a verification statement and wish to retrieve it, please refer to paragraph 14.3 below.

14.2 On whom must a verification statement be served?

(a) A copy of the verification statement must be served on the grantor or assignor not later than 30 days after the day it is served on the registrant, unless this right is waived in writing by the grantor or assignor.

(b) Although a secured party PIN or assignee PIN is not included in a verification statement, a secured party or assignee should not disclose this PIN to a grantor or assignor inadvertently as it is one of two identifiers required to discharge a financing statement. The other identifier is the financing statement registration number that is contained in a verification statement.

(c) Even if a grantor or assignor waives the right to receive a copy of a verification statement, Articles 9(4) and (5) of the Order provide that a secured party or assignee must provide a grantor or assignor with a financing statement registration number and a grantor PIN or assignor PIN free of charge if requested to do so in writing by the grantor or assignor. This information enables a grantor or assignor to serve a change demand.

14.3 How does a casual user retrieve a lost verification statement?

(a) You can only retrieve a lost verification statement if you are a secured party or assignee. You will need to have the financing statement registered number and secured party PIN or assignee PIN to hand.

(b) On the SIR home page click "Miscellaneous" and then click "Retrieve Verification Statement".

(c) Alternatively, hover your cursor over "Submissions" on the blue menu bar, then hover the cursor over "Miscellaneous" and click "Retrieve Verification Statement".

(d) Enter:

(i) your email address (as entered in the financing statement);

(ii) the financing statement number (prefixed with the letters "FS"); and

(iii) the secured party PIN or assignee PIN,

and click "Send Statement".

(e) The verification statement will be sent to your email address.

14.4 How does a registered user retrieve a lost verification statement?

If you are a registered user you can retrieve a lost verification statement from your My Workspace.

15. Expiry of financing statements

15.1 Expiry

(a) Unless renewed before its expiry, a financing statement will automatically expire at the end of the original term of registration. No notice of expiry is given.

(b) A financing statement that is expired will:

(i) continue to appear in your My Financing Statements and your My Workspace for a period of three months but will be labelled as discharged in the Expiry Date Column; and

(ii) be returned by a search of the SIR for three months after expiry but it will be labelled as discharged in the Expiry Date Column of the search results,

unless the Registrar, in the Registrar's discretion, removes the financing statement from the SIR sooner.

15.2 Loss of priority

Failure to renew a financing statement before its expiry may result in a loss of priority.

15.3 No renewal

A financing statement that has expired or been discharged cannot be renewed by filing a financing change statement. If appropriate, a new financing statement should be registered but its priority will run from the time of its registration.

16. Rejected, seriously misleading and vexatious registrations

16.1 Rejected registrations

The Registrar may refuse to register a financing statement unless:

(a) the data entry requirements set in paragraph 10 above are fulfilled (and all mandatory fields are completed); and

(b) the registration fee is paid.

16.2 Seriously misleading registrations

(a) The registration of a financing statement does not mean it is valid.

(b) A financing statement may be invalid on the grounds that it has a seriously misleading defect, irregularity, omission or error. This is a matter for the Jersey courts to determine.

16.3 Vexatious registrations

(a) A registration may be removed from the SIR if the Registrar is satisfied that the data contained within it are frivolous or vexatious.

(b) Before concluding that a registration is frivolous or vexatious, the Registrar must take reasonable steps to serve on the secured party or assignee named in the registration notice to show, within 30 days, that the data are not frivolous or vexatious.

(c) If the secured party or assignee fails to show to the Registrar's satisfaction that the data are not frivolous or vexatious, the Registrar may, in the Registrar's discretion, remove the data from the SIR.

(d) If the Registrar removes data from the SIR, the secured party or assignee may apply to court to have the data restored.

17. Restoration of registrations

17.1 Power of the Registrar to restore

(a) The Registrar can restore data to the SIR or restore a registration that has been discharged if it appears to the Registrar that the data have been incorrectly removed from the SIR or the registration incorrectly discharged because of an administrative or clerical error made by or under the authority of the Registrar.

(b) If a user believes that data or a registration has been removed because of such administrative or clerical error, the user should apply to the Registrar directly.

(c) If a financing statement is restored to the SIR, this fact will appear in the Forms section at the end of the financing statement which sets out the financing statement's history.

17.2 Order of the Jersey courts

Any restoration of data or a registration is subject to any order the Jersey courts may make on application by a person named in the registration immediately before the removal or by any other person who would be affected by the restoration of the data or the registration.

18. legal obligations of Secured parties and assignees

18.1 Introduction

The Law imposes a number of obligations on secured parties and assignees the most important of which are set out below.

18.2 Data entry requirements

A secured party or assignee must comply with the data entry requirements for financing statements.

18.3 Verification statements

A secured party or assignee must serve a copy of a verification statement on a grantor or assignor within 30 days unless this right is waived in writing by the grantor or assignor.

18.4 Provision of information

Unless exempted by order of a Jersey court, a secured party must provide a grantor with a:

(a) copy of the security agreement;

(b) statement of the amount of outstanding indebtedness and its terms of payment; and

(c) description of the collateral under the security agreement (unless the security interest extends to all of the grantor's intangible property),

free of charge within 30 days of service of a notice by the grantor on the secured party requiring delivery of it.

18.5 Disclosure of successor

A secured party must disclose the name and address of:

(a) its immediate successor in interest; and

(b) if known, the latest successor in interest,

to a security interest to the grantor, if required by the grantor.

18.6 Duties on enforcement

A secured party has certain duties arising on the enforcement of a security interest set out in Part 7 of the Law.

19. what to expect if you are a grantor or assignor

19.1 Entry of personal details on the SIR

(a) If you grant a security interest in intangibles or assign receivables, the secured party or assignee will probably register a financing statement on the SIR.

(b) A financing statement contains details of, among other things, your name, date of birth and address or the name, registered number and address of the organisation for which you work along with details of the collateral secured or receivables assigned. The financial details of a transaction (eg the amount borrowed) are not included in a financing statement.

19.2 Security agreements and assignments

(a) You will probably be required to enter into a written agreement documenting the terms on which a security interest is granted or receivables are assigned.

(b) Secured parties will typically include clauses in their security agreements relating to the SIR, including, for example, a waiver of your right to receive a verification statement and an obligation on you to keep the secured party informed of any change in your name or address.

(c) You should read and understand a security agreement or assignment before signing it. You should also take legal advice.

19.3 Verification statement

You should receive a copy of a verification statement (which contains the same data as the financing statement to which it relates), unless you have waived this right in writing. A verification statement will include a grantor PIN or assignor PIN which you will need if you serve a change demand.

19.4 Disposing of property subject to a security interest

If you have granted a security interest you should not sell or dispose of property forming part of the collateral unless the terms of your security agreement expressly permit it or you obtain permission from the secured party. A secured party could repossess such property from a person to whom it is sold and that person is likely to seek repayment of the purchase price from you.

19.5 Enforcement

If you do not keep up your repayment or other secured obligations, the secured party will be entitled to appropriate or sell the collateral over which you have granted a security interest in satisfaction or partial satisfaction of such secured obligations.

19.6 Discharge

Once you have discharged your repayment or other secured obligations, the secured party must, subject to applicable contract terms, discharge the relevant financing statement registered against your name.

20. Searching the SIR

20.1 Why search?

(a) You will search the SIR to see if any financing statements have been registered against a prospective grantor of security or assignor of receivables to determine:

(i) that the prospective grantor has not already granted a security interest in favour of another secured party;

(ii) that an assignor has not already assigned a receivable to another assignee; or

(iii) the priority status of a registration that you have made.

(b) As a financing statement can be registered immediately after a search is made, if you are proposing to take security or an assignment of receivables, you should:

(i) first search the SIR to determine whether a financing statement has been registered against a grantor or assignor;

(ii) then, if no other financing statement has been registered, register a financing statement against the grantor or assignor;

(iii) finally, to determine the priority status of your registration, make another search of the SIR to ensure that no other registration was made between the time of your first search and your registration.

(c) If you are a prospective secured party and your search returns another financing statement registered in respect of the collateral over which you propose to take security, you should seek either to:

(i) have the earlier registration discharged (if the secured liabilities have been discharged or performed); or

(ii) enter into a subordination agreement with the prior secured party to protect you against its ability to take a new security interest or to make further advances that will be perfected by its prior registration and that may, consequently, have priority over a security interest granted to you.

(d) If:

(i) a search of the SIR returns a prior financing statement registered against a prospective grantor and the original collateral referred to in that financing statement is not the same as the collateral over which you propose to take security; and

(ii) the prior financing statement discloses that security has also been taken over:

(1) proceeds of the same type as the collateral over which you propose to take security; or

(2) all present and after acquired property that is proceeds,

you should check with the prior secured party that it does not claim the collateral in which you propose to take a security interest as proceeds collateral since its security may have priority over a security interest granted to you.

20.2 By whom and for what purposes can a search be made?

(a) Article 7 of the Order provides that a search of the SIR may be made by the following persons for the following purposes.

(i) By you to search for financing statements registered against you.

(ii) By a grantor or secured party for a purpose that relates to their security interest in respect of which a financing statement has been registered.

(iii) By an assignor or assignee for a purpose that relates to their assignment of receivables in respect of which a financing statement has been registered.

(iv) By a person or organisation for the purpose of establishing whether:

(1) intangible property that is to be purchased or otherwise dealt with by the person or organisation is subject to a security interest or a prior assignment;

(2) to provide credit to, or to obtain a guarantee or an indemnity from, a person or organisation named in the search;

(3) to provide credit to, or to obtain a guarantee or an indemnity from, a person or organisation related to a person or organisation named in the search;

(4) to invest in, with or through a person or organisation named in the search;

(5) to invest in, with or through a person or organisation related to a person or organisation named in the search.

(v) By a liquidator, receiver or administrator of a company for a purpose that relates to the liquidation, receivership or administration.

(vi) By the Viscount or other person appointed by the Jersey courts for a purpose that relates to the:

(1) administration of the bankruptcy of a person or organisation named in the search; or

(2) enforcement of a court order or warrant.

(vii) By an executor or administrator of a deceased's estate for a purpose that relates to the administration of the estate of the deceased named in the search.

(viii) By a police officer or employee of a police force or employee of a public sector body for a purpose that relates to upholding law and order.

(ix) By the holder of a lien or security interest or a creditor, for a purpose that relates to the enforcement of the lien, the security interest or the creditor's rights, as the case may be.

(x) By a person for the purpose of advising another person in connection with any of the purposes referred to in paragraphs (i) to (ix) above.

(xi) By a person for the purposes of establishing whether to take legal action against a person named in a search.

(b) The Registrar may prevent or restrict access to the SIR by a person who the Registrar reasonably believes is searching the SIR for a purpose that is inconsistent with any of the purposes described in paragraph (a) above.

20.3 What searches can be made?

(a) A search may be made by reference to:

(i) a financing statement registration number (if known);

(ii) financing statement type (security interest or assignment of receivables);

(iii) registration and expiry date;

(iv) a grantor's or assignor's:

(1) name; and

(2) date of birth (in the case of a person); or

(3) registered number, if any (in the case of an organisation).

(b) It is not possible to search for:

(i) secured parties or assignees; or

(ii) collateral.

These will be disclosed, however, by making searches by reference to the criteria set out in paragraph (a) above.

(i) Paragraphs 10.8 to 10.10 of these Guidance Notes provide that if the grantor(s) of a security interest or the assignor(s) of a receivable are acting as:

(1) general partner(s) of a limited partnership or trustee(s) of a prescribed unit trust, a registrant must register a financing statement against the name of the general partner(s) or the trustee(s) and not the name of the limited partnership or the prescribed unit trust (as a limited partnership and a prescribed unit trust do not have separate legal personality). Accordingly, a search should be made against the name of the general partner(s) of a limited partnership or the trustee(s) of a prescribed unit trust; and

(2) general partner(s) of a Jersey separate limited partnership or a Jersey incorporated limited partnership or the managing or other partner(s) of a Jersey limited liability partnership or the manager(s) or managing member(s) of a Jersey limited liability company, a registrant must register a financing statement against the name of the separate limited partnership, the incorporated limited partnership, the limited liability partnership or the limited liability company and not the name of the general partner(s), the managing or other partner(s) or the manager(s) or managing member(s) (as such partnerships and limited liability companies have separate legal personality). Accordingly, a search should be made against the name of the separate limited partnership, the incorporated limited partnership, the limited liability partnership or the limited liability company.

(ii) Although the name of the limited partnership or the prescribed unit trust will also be recorded in a financing statement registered against the name of its general partner(s) or trustee(s), a search against the name of the limited partnership or the prescribed unit trust alone will not return any search results.

20.4 Exact match search functionality

(a) The SIR has "exact match" search functionality. This means that search terms and registrations (for corresponding fields) must match exactly character for character, date for date or number for number to generate a search result. Subject to paragraphs (b) and 20.8(d) below, close matches (eg MacDonald vs. McDonald) will not generate a search result.

(b) Characters that differ only by character case (ie upper or lower case) and diacritical marks (such as accents) are equated for the purposes of exact matching.

(c) All search criteria will be "ANDed" for a search. For example, if a search is made with the name of a grantor or assignor and their date of birth as search criteria, only registrations that exactly match both criteria will be returned as search results.

20.5 Searching against a financing statement registration number (if known)

(a) Login (see paragraph 6.1 above) or, if you are a casual user, go to the next step.

(b) On the SIR home page, click "SIR Search" in the blue menu bar.

(c) Enter the financing statement registration number in the relevant field on the Search Criteria page (prefixed with the letters "FS").

(d) Select the financing statement type (ie security interest or assignment of receivables).

(e) Click "Search".

20.6 Searching against grantors and assignors that are persons

(a) Login (see paragraph 6.1 above) or, if you are a casual user, go to the next step.

(b) On the SIR home page click "SIR Search" in the blue menu bar.

(c) Select the financing statement type (ie security interest or assignment of receivables). If no selection is made a search will be made against all financing statements registered on the SIR irrespective of type.

(d) In the Grantor/Assignor Type field select "Person".

(e) Enter the name and date of birth of the grantor or assignor in the relevant field.

(f) Select the search type (see paragraph 20.8 below).

(g) Click "Search".

(h) Notes:

(i) The grantor's or assignor's name in respect of which a search should be made is the name appearing in their passport or national identity document. If they do not have a passport or a national identity document, use the name appearing in their driver's licence. If they do not have a passport, a national identity document or a driver's licence, use the name appearing in their marriage certificate. If they do not have a passport, a national identity document, a driver's licence or a marriage certificate, use the name appearing in their birth certificate.

(ii) As it is not obligatory to update any data contained in a financing statement, you should also search against all of the grantor's or assignor's prior names used or adopted since 2 January 2014 in the case of security interests and 1 October 2013 in the case of assignments of receivables.

(iii) When making an initial search, it is recommended that:

(1) you make a Contains or an Advanced search (see paragraph 20.8 below); and

(2) middle names and date of birth are not entered as search criteria. (Not including these as search criteria will reduce the likelihood that relevant registrations are not returned in a search result.)

(iv) If an initial search returns many results, you can make the search again and also enter the grantor's or assignor's first middle name (or the initial of the first middle name) and date of birth in the relevant fields to narrow down the results returned. You can also narrow down search results by making a Begins With or an Exact Match search (see paragraph 20.8 below) or by adding a second middle name (or the initial of a second middle name) to the search criteria.

20.7 Searching against grantors and assignors that are organisations

(a) Login (see paragraph 6.1 above) or, if you are a casual user, go to the next step.

(b) On the SIR home page click "SIR Search" in the blue menu bar.

(d) In the Grantor/Assignor Type field select "Organisation".

(e) In the case of an organisation with a registered number (whether or not it is incorporated, formed or established in Jersey), enter its name in the organisation name field and/or its registered number in the organisation number field.

(f) In the case of an organisation that does not have a registered number (whether or not it is established in Jersey) enter its name in the organisation name field.

(g) Select the search type (see paragraph 20.8 below).

(h) Click "Search".

(i) Notes:

(i) As it is not obligatory to update any data contained in a financing statement, you should search against an organisation's current name and its previous names used or adopted since 1 October 2013 in the case of assignments of receivables and 2 January 2014 in the case of security interests.

(ii) When making an initial search, it is recommended that you make a Contains or an Advanced search. You can also narrow down search results by making a Begins With or an Exact Match search (see paragraph 20.8 below).

(iii) In the case of an organisation with a registered number (whether or not incorporated, formed or established in Jersey), it is recommended that, in addition to searching against its current and previous names in accordance with Note (i) above (without also searching against its registered number), you also search against its registered number alone.

(iv) If you want to find out a Jersey organisation's registered number:

(1) go to www.jerseyfsc.org;

(2) click "myRegistry";

(3) on the "login/register" page click "search the public register" in the top right corner;

(4) enter just the organisation's name in the text box (without Limited, Ltd, plc, LP, SLP, ILP, LLP, LLC etc);

(5) click the magnifying glass icon;

(6) locate the relevant organisation in the search results and click on its name; and

(7) the search will reveal whether a name change has been registered, along with the registered number.

20.8 Name search types

(a) A Begins With search will return a search result if a registration contains a name that begins with the search criteria used. For example:

(i) "John Sm" will return "John Smith", "John Smyth" and "John Smollett"; and

(ii) "Red and" will return "Red and Green Limited", "Red and Yellow Ltd" and "Red and Blue Ltd.".

(b) A Contains search will return a search result if a registration contains a name that contains the search criteria used. For example:

(i) "John Sm" will return "Peter John Smith" and "Michael John Smollett"; and

(ii) "Red and Green" will return "Yellow, Red and Green Limited".

(c) An Exact Match search will return a search result if a registration contains names that exactly match the names used in the search criteria (and the names are in the same order).

(d) An Advanced search will return more search results than the other types of search.

(i) If a search is made against the first and last name of a person, the search will return registrations that have first and last names starting with the names searched. For example, if you enter Jon Doe the following results will be returned: Jon Doe, Jon Doerty, Jonathan Doerty, Jonathan James Doerty.

(ii) If a search is made against the first name, middle name (or middle initial) and last name of a person, the search will return registrations that have first, middle and last names starting with the names or initial searched. For example, if you enter Jon James Doe the following results will be returned: Jon Doe, Jon Doerty, Jonathan Doerty, Jonathan J Doerty and Jonathan James Doerty.

(iii) Searches made against organisations will only return registrations that exactly match the names used in the search criteria (and the names are in the same order) except that commonly used "noise words" are ignored for the purposes of returning search results. Noise words are words which do not add value to a search, for example, "the", "and", "a", "Limited", "Ltd" and "Ltd." etc. For example, if three searches were carried out and the search criteria were "ABC Limited", "ABC Ltd." and "ABC Ltd", the search results would be the same for all three searches.

(e) It is recommended that you start by making Contains or Advanced search. If these generate many search results, you can make a Begins With or an Exact Match search to narrow down search results.

20.9 Search results

Once a search is made, the initial search results returned will be displayed (for free). The initial search results will comprise a limited selection of data from matching registered financing statements. The data returned for each matching registration will be as follows:

(a) the financing statement number;

(b) the names of the grantor(s) or assignor(s);

(d) the registration and expiry date.

(e) Note: A financing statement that is discharged or expired will be returned by a search of the SIR for three months after discharge or expiry (but it will be labelled as discharged in the Expiry Date Column of the search results) unless the Registrar, in the Registrar's discretion, removes the financing statement from the SIR sooner.

20.10 How do I buy a copy of a financing statement returned in an initial search result?

(a) Click "Add to cart" for the relevant financing statement(s).

(b) Click the "View Cart" icon. This will display the current contents of your cart.

(d) Add a narrative (eg a file number) for each item in the shopping cart if desired.

(e) Once satisfied with the contents of your cart, click "Checkout".

(f) If payment is on account:

(i) select "My Account";

(ii) enter your email address; and

(iii) click "Confirm Order".

(g) If payment is by credit or debit card:

(i) Select "Credit Card";

(ii) enter your email address;

(iii) click "Continue";

(iv) enter you card details; and

(v) click "Pay Now".

(h) Financing statements that have been purchased will be sent to your email address.

(i) It is possible to open a financing statement that has been purchased by:

(i) clicking the icon in the Download column in the page that opens to confirm your search order (or click "Download Zipped Order"); or

(ii) going to the SIR Search tab in your My Workspace and clicking the icon in the Download FS column for the relevant search.

(j) Note: purchased financing statements do not contain the Grantor PIN or assignor PIN, whereas verification statements do.

20.11 Search limitations

(a) A search of the SIR only relates to security interests in intangible property and assignments of receivables. It does not relate to land, aircraft, aircraft engines, ships, cars or goods.

(b) The information registered on the SIR may not be comprehensive. A search of the SIR does not provide any assurance against future filings or undisclosed security interests that may take priority over an actual or prospective security interest or assignment of receivables in relation to which a search is made.

(i) the true owner of collateral or receivables; or

(ii) if the grantor or assignor is not the true owner, registrations made against the true owner or previous owners.

(d) A search result generated by the SIR will not disclose if the collateral subject to a security interest is:

(i) proceeds collateral secured by another security interest; or

(ii) also subject to:

(1) a security interest taken under the Security Interests (Jersey) Law 1983;

(2) a purchase money security interest;

(3) a temporarily perfected security interest;

(4) a security interest perfected only by possession or control;

(5) a security interest granted by a trustee or nominee (other than the trustee of a prescribed unit trust); or

(6) a security interest if the registration made in respect of it has been improperly discharged or discharged in error (and which may therefore be restored by the Registrar or by order of the Jersey courts).

20.12 Viewing search results: registered users

(a) Login (see paragraph 6.1 above).

(b) Click "My Workspace" in the blue menu bar.

(d) Click the icon in the Download FS column for the relevant financing statement that you wish to view.

(e) Note: to view a financing statement Adobe Acrobat Reader must be installed on your computer which is available to download at www.adobe.com.

21. change demands

21.1 What is a change demand?

(a) The change demand procedure operates to counter-balance the ability of a secured party or assignee to register a financing statement before a security interest is granted or a receivable is assigned and without the grantor's or assignor's approval.

(b) A change demand is a demand that the secured party or assignee registers a financing change statement within 30 days after the day on which the demand is served in order to amend or discharge a financing statement.

(c) The grounds for serving a change demand are set out in paragraph 21.4(c) (for security interests) and paragraph 21.5(b) (for assignments of receivables) below.

(d) Before serving a change demand a grantor or assignor should:

(i) try and resolve any concerns relating to the accuracy of a financing statement directly with the secured party or assignee; and

(ii) take legal advice.

21.2 Serving a change demand

(a) A change demand is served by:

(i) a grantor on a secured party;

(ii) a person with an interest in property falling within a collateral description in a financing statement (interested party) on a secured party; or

(iii) an assignor of receivables on an assignee.

(b) A change demand may be served:

(i) in the case of a grantor or assignor, by way of the SIR by using the change demand function that is accessed by either:

(1) clicking "Change Demands"; or

(2) hovering the cursor over "Submissions" in the blue menu bar, then hovering the cursor over "Change Demands",

and clicking "Security Interest" or "Assignment of Receivable", as the case may be; or

(ii) in the case of a grantor, assignor or interested party, by means of a notice in writing complying with Article 75 of the Law (served in accordance with applicable contractual provisions in the case of a grantor or assignor).

(i) the registration number (prefixed with the letters "FS"); and

(ii) the grantor PIN or assignor PIN,

for the financing statement to which the change demand relates and click "Find Financing Statement (FS)".

(d) Notes:

(i) A grantor or assignor should check the terms of its security agreement or the agreement by which receivables were assigned to establish whether it is also obliged to serve notice in writing of a change demand on the secured party or assignor in addition to serving notice electronically by way of the SIR.

(ii) Article 5(2) of the Order provides that any term of an agreement entered into between a person named as grantor and secured party or assignor and assignee in a financing statement or financing change statement which purports to prohibit or restrict the use of the SIR for the purposes of serving a change demand is of no effect.

21.3 What if I do not have a grantor PIN or assignor PIN?

(a) If you do not know or cannot remember your grantor PIN or assignor PIN, you should obtain it from the secured party or assignee. Failing this, either apply to the Registrar or serve your change demand by notice in writing (see paragraph 21.2(b)(ii) above).

(b) An application to the Registrar should be supported with:

(i) details of the financing statement registration number (which can be obtained by making a search of the SIR);

(ii) a certified copy of:

(1) the security agreement or agreement by which the receivables were assigned;

(2) your passport or other photographic identification; and

(3) if you represent an organisation, a document evidencing your authority to act (eg a board resolution).

(c) Copy documents provided to the Registrar should be certified by someone satisfactory to the Registrar (such as a lawyer or accountant).

21.4 What must a security change demand specify?

(a) Once you have completed the step at paragraph 21.2(c) above, you will be presented with various options to specify:

(i) the grounds for your change demand; and

(ii) the nature of your demand.

(b) A change demand (served by way of the SIR or in writing) in respect of a financing statement relating to a security interest (a security change demand) must specify or select one of the grounds set out in paragraph (c) below on which the person serving the demand relies.

(i) all of the obligations under the relevant security agreement have been performed;

(ii) the person named as secured party in the registration has agreed to release part or all of the collateral described in the registration;

(iii) the collateral described in the registration includes an item or kind of property that is not collateral under the relevant security agreement;

(iv) no relevant security agreement exists between the parties named in the registration, and the person named in the registration as the secured party has not entered an agreement to give value, being an agreement that is to be secured by the relevant security agreement; or

(v) the security interest has been extinguished in accordance with the Law.

(d) A security change demand must also specify what the demand is. The demand is that the person named as secured party in the registration register a financing change statement within the 30 days after the day on which the demand is served:

(i) discharging the registration in a case referred to in paragraphs (c)(i), (iv) or (v) above;

(ii) amending or discharging the registration so as to reflect the terms of the agreement in a case referred to in paragraph (c)(ii) above; or

(iii) amending the collateral description to exclude items or kinds of property that are not collateral under the agreement in a case referred to in paragraph (c)(iii) above.

If you are serving a change demand by way of the SIR, the selection of one of the demands in paragraphs (i) to (iii) above will be made for you automatically (being a function of the selection you make under paragraph (c) above). If you are serving notice in writing, you must specify the demand in your notice.

(e) If your demand is that the secured party discharges the registration:

(i) click the "Modify" button above Discharge;

(ii) tick the "Confirm Discharge" box and click "Next";

(iii) on the Review page click "Next"; and

(iv) pay for and submit the change demand (see paragraph 10.4 above).

A verification window will then open to confirm the successful service of your change demand. The verification window will include details of the financing statement registration number, grantor PIN and the unique filing reference number. Click "My Workspace" or "New Submission" to quit the verification screen.

(f) If your demand is that the collateral description should be amended on the grounds of partial release or that the collateral description is too wide:

(i) click the "Modify" button above Collateral;

(ii) select one of the three collateral options (see paragraph 10.11(a));

(iii) except where security is taken over all present and after-acquired intangible movable property, click "Add" and amend the collateral description and then click "Save";

(iv) click "Next" as many times as it takes to reach the Review page;

(v) on the Review page click "Next"; and

(vi) pay for and submit the change demand (see paragraph 10.4 above).

(g) Note: Under Article 5(4) of the Order, if a joint grantor submits a change demand, it must, as soon as practicable, give notice in writing to its other joint grantors of:

(i) the following matters:

(1) the date on which the demand was served;

(2) the financing statement registration number to which the demand relates;

(3) the collateral to which the demand relates;

(4) the grounds for the demand; and

(5) the nature of the demand; and

(ii) the outcome of the adjudication of the change demand by the Registrar.

21.5 What must a receivables change demand specify?

(a) A change demand (served by way of the SIR or in writing) in respect of a financing statement registered in respect of an assignment of receivables (a receivables change demand) must specify or select one of the grounds set out in paragraph (b) below on which the assignor relies to serve the receivables change demand.

(b) The grounds for serving a receivables change demand are that:

(i) the debt has been discharged; or

(ii) no assignment has in fact occurred.

(c) A receivables change demand must also state that the demand is that the person named as assignee in the registration registers a financing change statement within 30 days after the day on which the demand is served discharging the registration. If you are serving your change demand by way of the SIR, the demand is included for you. If you are serving the change demand in writing, you must include the demand in your notice.

(d) To complete your demand:

(i) click the "Modify" button above Discharge;

(ii) tick the "Confirm Discharge" box and click "Next";

(iii) on the Review page click "Next"; and

(iv) pay for and submit the change demand (see paragraph 10.4 above).

A verification window will then open to confirm the successful service of your change demand. The verification window will include details of the financing statement registration number, assignor PIN and the unique filing reference number. Click "My Workspace" or "New Submission" to quit the verification screen.

(e) Note: Under Article 5(4) of the Order, if a joint assignor submits a change demand, it must, as soon as practicable, give notice in writing to its other joint assignors of:

(i) the following matters:

(1) the date on which the demand was served;

(2) the financing statement registration number to which the demand relates;

(3) the assignment of receivables to which the demand relates;

(4) the grounds for the demand; and

(5) the nature of the demand; and

(ii) the outcome of the adjudication of the change demand by the Registrar.

21.6 Provision of information and documentation relating to written change demands to the Registrar

(a) If a change demand is served in writing, the person serving the demand must provide the following information, documentation and confirmation to the Registrar after the expiry of 30 days after the date of service of the demand:

(i) a copy of the security agreement or the agreement by which the receivables were assigned certified by someone satisfactory to the Registrar (such as a lawyer or accountant);

(ii) the name of the person on whom the demand was served or to whom the demand was addressed;

(iii) the date that the demand was served;

(iv) proof of service satisfactory to the Registrar (eg an affidavit of personal service or a post or courier delivery receipt);

(v) a copy of the demand (that must comply with Article 75 of the Law); and

(vi) confirmation that the secured party or assignee has not served a written notice of objection to the change demand within 30 days after the date of service of the change demand.

(b) The person serving the demand must also pay the fee prescribed by the Registrar for serving change demands in such manner as may be agreed with the Registrar.

21.7 Withdrawing a change demand

(a) You cannot withdraw a change demand once it is served by way of the SIR.

(b) A written change demand can be withdrawn by serving notice to that effect on the secured party or assignee provided that no action has been taken under paragraph 21.6 above.

21.8 Accepting a change demand

If a secured party or assignee wishes to accept a change demand:

(a) it should register a financing change statement on the terms specified in the change demand, and having done so, serve a copy of the corresponding verification statement on the grantor or assignor; or

(b) if the secured party or assignee does nothing, 30 days after the day the demand was served, the person who served the demand can apply to the Registrar for the registration of a financing change statement on the terms specified in the change demand which, in the absence of an objection to the change demand, the Registrar would be obliged to register under Article 76 of the Law.

21.9 Objecting to a change demand

(a) A notice of objection to a change demand must be served within 30 days after the day the demand was served.

(b) A secured party or assignee on whom a change demand is served by way of the SIR must also serve its objection by way of the SIR even if it is also obliged or entitled to serve its objection in writing.

(c) A secured party or assignee on whom a change demand is served in writing only must also serve its objection in writing (this being a functional limitation of the SIR).

(d) A written notice of objection to a change demand should be served on the Registrar at the same time as it is served on the grantor or assignor.

(e) If a secured party or an assignee wishes to serve notice of its objection to a change demand by way of the SIR it should:

(i) login (see paragraph 6.1 above) or, if it is a casual user, go to the next step;

(ii) either:

(1) click the "Change Demand" tab; or

(2) hover the cursor over "Submissions" in the blue menu bar, then hover the cursor over "Change Demand",

and click "Objection to Security Interest Change Demand" or "Objection to Assignment of Receivable Change Demand", as the case may be;

(iii) enter:

(1) the registration number for the financing statement to which the change demand relates (prefixed with the letters "FS");

(2) filing reference number of the change demand statement; and

(3) the secured party PIN or assignee PIN,

and click "Find Financing Statement (FS)";

(iv) specify the grounds of objection in the free text box provided and click "Next";

(v) on the "Review" page click "Next; and

(vi) pay and submit (see paragraph 10.4 above).

21.10 Adjudication of a change demand by the Registrar

(a) Once:

(i) a change demand is served by way of the SIR or in writing and 30 days have elapsed after the day it was served; and

(ii) in the case of a change demand that is served in writing:

(1) the information, documentation and confirmation referred to in paragraph 21.6 is delivered to the Registrar; and

(2) the Registrar is satisfied that such information, documentation and confirmation complies with the requirements set out in paragraph 21.4 or paragraph 21.5, as the case may be, and that it was duly served,

the Registrar will make an adjudication in accordance with Article 76 of the Law.

(b) If a change demand is served by way of the SIR and the terms of:

(i) the security agreement to which the grantor is party; or

(ii) the agreement by which the receivable was assigned,

also require the grantor or assignor to serve the change demand on the secured party or assignee in writing, the Registrar will make an adjudication in accordance with Article 76 of the Law on the basis of the change demand and notice of objection (if any) submitted by way of the SIR (even if the grantor or assignor has not complied with any contractual obligation requiring the service of notice of the change demand by such other means).

22. fees and payment options

22.1 Fees

(a) No fee is payable for becoming a registered user of the SIR or for having a user account or user group.

(b) Fee scales for registrations, searches and change demands are published by the Registrar from time to time.

22.2 Payment options

(a) Anyone who is:

(i) not a registered user; or

(ii) a registered user without a financial account,

must pay for a registration, search or change demand by using a credit or debit card.

(b) Credit or debit card transaction information is encrypted (128bit SSL) when in transit via the internet to ensure confidentiality of sensitive data. Credit or debit card details are transferred in such a way that SIR staff do not see or store them. The credit and debit card payment process is fully Payment Card Industry compliant and a transaction is validated in real time.

(d) When paying by credit or debit card, you must enter the card's security code. This is the last three digits appearing on the security strip on the back of the card or, in the case of American Express, the four digit code appearing on the front of the card.

(e) A registered user with a financial account may pay using the balance or spending limit on such financial account.

23. data protection

23.1 Introduction

(a) If a grantor of a security interest or the assignor of a receivable is an individual, the financing statement registered in respect of the security interest or assignment will contain their personal data. It may also contain the personal data of other individuals (eg an addressee for service).

(b) Entering personal data on the SIR is processing that requires a secured party or assignee to register under Article 17 of the Data Protection Authority Law. There are no exceptions to the requirement to register set out in regulations made under Article 17(2) which apply.

(c) By virtue of Article 51 of the Data Protection Law, personal data registered on the SIR are exempt from the transparency and subject rights provisions of the Data Protection Law because the data consists of information that the Registrar is obliged to make available to the public. Similarly, the cross border data transfer restrictions in Article 66 of the Data Protection Law are subject to an exception in paragraph 8 of Schedule 3 relating to transfers from a public register.

23.2 Categories of secured party or assignee

(a) There are four categories of secured party or assignee:

(i) banks and other financial institutions based in Jersey (Category (i));

(ii) other persons or organisations based in Jersey (Category (ii));

(iii) banks and financial institutions based outside Jersey (Category (iii)); and

(iv) other persons or organisations based outside Jersey (Category (iv)).

(b) Organisations in Category (i) constitute businesses that should already be registered under the Data Protection Authority Law (unless exempt from registration under the transitional provisions in Schedule 2).

(c) Persons or organisations in Category (ii) may not be registered under the Data Protection Authority Law (and in the case of individuals are unlikely to be).

(d) Organisations in Category (iii) will probably not be registered under the Data Protection Authority Law but may be registered under data protection legislation applicable in their jurisdiction.

(e) Persons or organisations in Category (iv) will probably not be registered under the Data Protection Authority Law but may be registered under data protection legislation applicable in their jurisdiction.

23.3 What will Jersey based secured parties or assignees have to do?

(a) Category (i) secured parties and assignees should already have a financial services registration under the Data Protection Authority Law (unless exempt from registration under the transitional provisions in Schedule 2) and do not need to amend their registration in order to be able to make registrations on the SIR.

(b) Category (ii) secured parties and assignees will need to register under the Data Protection Authority Law in order to make registrations on the SIR. One-off individual to individual lending may benefit from the "purely personal or household activity" exemption in Article 4(1) of the Data Protection Law. If you are in any doubt whether this or any other exemption in the Data Protection Law applies to you or if you have any questions as to how to register under the Data Protection Law, you should contact the Office of the Information Commissioner. Contact details can be found at www.oicjersey.org.

23.4 What will non-Jersey based secured parties and assignees have to do?

(a) As regards Category (iii) and Category (iv) secured parties and assignees, Article 4 of the Data Protection Law provides that the Data Protection Law only applies to a data controller that is not established in Jersey if:

(i) it uses equipment in Jersey for processing the data otherwise than for the purpose of transit through Jersey;

(ii) the processing relates to data subjects who are in Jersey and is for the purpose of offering goods or services to persons in Jersey or monitoring the behaviour of such persons;

(iii) it maintains in Jersey:

(1) an office, branch or agency in Jersey through which it carries on any processing of personal data; or

(2) a regular practice that carries on any processing of personal data; or

(iv) it engages in effective and real processing activities through stable arrangements in Jersey.

(b) Secured parties or assignees that are not based in Jersey should not need to register under the Data Protection Law in order to file financing statements unless any of paragraphs (a)(i) to (iv) above apply. They will, however, need to comply with their own domestic data protection law (if any).

23.5 Lawful processing and confidentiality

(a) Article 8(1)(a) of the Data Protection Law provides, among other things, that personal data must be processed lawfully and, for this to be the case, one of the conditions for processing personal data set out in Schedule 2 of the Data Protection Law must be met. Of the conditions, four conditions could possibly be fulfilled by a secured party or assignee.

(b) First, that the processing is necessary for the performance of a contract to which the data subject is a party or the taking of steps at the request of the data subject with a view to entering into a contract. As financing statements will generally be registered before a security agreement or assignment of receivables is entered into, it will not be possible to rely on a term in a security agreement or assignment agreement subsequently entered into under which a grantor or assignor consents to the secured party or assignee registering a financing statement. Reliance should be placed on another condition for processing personal data before registering a financing statement if a security agreement or assignment of receivables has not yet been entered into. In addition, this condition will only apply in respect of grantors or assignors, not other third parties (eg an addressee for service).

(c) Secondly, that the processing is necessary for the purposes of the legitimate interests pursued by the controller or by the third party or parties to whom the data are disclosed. If this condition is relied on, it is recommended that legal advice is sought in relation to Article 35 of the Data Protection Law.

(d) Thirdly, that the data subject has consented to the processing of their data for one or more specific purposes. Under Article 11(3)(e) of the Data Protection Law, a data subject must be informed of the right to withdraw consent at any time. Accordingly, as regards grantors and assignors, reliance should not be placed exclusively on this condition for processing.

(e) Fourthly, that the processing is necessary for the purposes of establishing, exercising or defending legal rights.

(f) It is recommended that secured parties or assignees determine which conditions for processing are being relied on in respect of both:

(i) an individual grantor or assignor; and

(ii) (if applicable) an individual named as an addressee for service,

before registering a financing statement.

(g) Such notices as may be required by Article 12 or other provisions of the Data Protection Law should also be given.

(h) Consideration should also be given as to what consents are required so as to ensure that no breach of confidentiality arises from filing a financing statement.

23.6 What do I do if my personal data registered on the SIR are not-up-to-date or if I want my personal data to be deleted?

(a) If you would like your personal data that is registered on the SIR amended or (if you are not a grantor or assignor) deleted, you should contact the secured party or assignee who filed the relevant financing statement.

(b) Personal data registered in a financing statement will otherwise remain publicly accessible on the SIR for three months after the expiry or discharge of the financing statement.

24. technical AND OTHER information

24.1 Browsers

The SIR will work with any up-to-date supported browser.

24.2 Technical support

(a) If these Guidance Notes do not answer your questions you can contact SIR staff by email at registry@jerseyfsc.org or by telephone on: +44 (0)1534 822030.

(b) Notes:

(i) For security reasons passwords and secured party PINs or assignor PINs will not be communicated by SIR staff over the telephone. This information will only be communicated to a registered user's email address or to a casual user in person at the Jersey Companies Registry upon production of identification satisfactory to SIR staff;

(ii) grantor PINs or assignor PINs should be obtained from the relevant secured party or assignee or apply to the Registrar (see paragraph 21.3 above); and

(iii) financing statement registration numbers can be ascertained by making a search of the SIR.

24.3 Outages

From time to time it will be necessary to undertake repair or maintenance of the SIR. While repair or maintenance is being undertaken, access to the SIR will be suspended. Where possible, notice of any suspension of the operation of the SIR and the duration of such suspension will be posted on the SIR home page at least 7 days before the suspension is due to take place.

24.4 Measures in place to protect integrity of registered information

(a) A casual user must have the financing statement registration number and secured party PIN or assignee PIN in order to amend or discharge a financing statement.

(b) A registered user must:

(i) login using its email address and password; and

(ii) have rights to amend or discharge financing statements within a user group.

24.5 Registrar's power to restrict access to the SIR

The Registrar may restrict access to all or any data on the SIR if a Jersey court so orders or the Registrar considers that access should not be permitted. The Registrar may also restrict or deny access to all or part of the SIR if there is a fault affecting the SIR or the integrity of the SIR is or may have been compromised.

25. glossary for Part 2

Account debtor

The person owing the payment obligation under a receivable.

Administrator

A person who is an Administrator of a user group. The sole user in a user group will be the Administrator of that user group.

Casual user

A user of the SIR who is not a registered user.

Change demand

A demand, served electronically by way of the SIR or in writing by or on behalf of a grantor, interested party or assignor under Article 75 of the Law, that the secured party or assignee register a financing change statement to amend or discharge a financing statement on certain prescribed grounds.

Collateral

Collateral is intangible property that is subject to a security interest.

Data entry requirements

The data entry requirements required or permitted by the Registrar set out in paragraphs 10 and 11.1(a).

Data Protection Authority Law

The Data Protection Authority (Jersey) Law 2018.

Data Protection Law

The Data Protection (Jersey) Law 2018.

Deposit account

Any type of cash account held at a bank or financial institution.

Discharge

A discharge of a financing statement. Generally, this should take place when the grantor has paid or performed all secured obligations or the debt owing in respect of the receivable assigned has been paid or discharged.

Financial collateral

Registered investment securities, deposit accounts and securities accounts.

Financing change statement

The information required to be registered to make a change to any information in a financing statement registered in the SIR. A financing change statement can be used to assign, transfer, amend, renew, discharge or subordinate a financing statement.

Financing statement

The information required to register notice of a security interest or an assignment of receivables on the SIR.

Filing reference number

The unique identifier assigned to a financing statement or financing change statement when it is registered. This makes it easier to distinguish between different amendments, renewals or a discharge of the same financing statement.

Financing statement registration number

The unique number prefaced by the letters "FS" assigned to a financing statement on its registration. This number can be used to search for that financing statement while it is registered and for six months after it has been discharged.

Grantor

A person or organisation that has granted a security interest whether or not the person or organisation is the person who owes payment or performance of the obligations secured by the security interest.

Grantor PIN or assignor PIN

The personal identification number that a grantor or assignor is required to enter before serving a change demand.

Intangible property

The main categories of intangible property are:

(a) negotiable instruments;

(a) investment securities;

(b) deposit accounts and securities accounts;

(d) receivables; and

(e) unregistered intellectual property rights.

Investment securities

Shares, stock, debentures, debenture stock, loan stock, bonds, certificates of deposit, warrants, options, futures, contracts for differences, units in a unit trust, LLC interests and rights and interests in any of the foregoing (but not money received in respect of any of the foregoing).

Law

The Security Interests (Jersey) Law 2012.

Order

The Security Interests (Registration and Miscellaneous Provisions) (Jersey) Order 2013.

Perfection

This is explained in Part 1.

Prescribed unit trust

A Jersey law governed unit trust:

(a) the units in which are not held either on trust, or by nominees, for individuals or by a foundation that has an object the benefit of one or more individuals; and

(b) which holds, directly or indirectly, immovable property (wherever situate).

For a complete definition, please refer to Article 2 of the Order.

Purchase money security interest (PMSI)

(a) A PMSI is a security interest that is created in collateral or its proceeds:

(i) acquired from a secured party, for the purchase price; or

(ii) purchased with value provided by a secured party.

(b) A PMSI has priority over a security interest that is not a PMSI (other than one perfected by possession or control) provided that it is perfected within 30 days after the day on which it attached.

Receivables

A monetary entitlement, whether or not earned by performance, arising from:

(a) the supply of goods or services (other than insurance services); or

(b) the supply of energy,

but does not include a loan, a deposit account, or a right to payment embodied in a negotiable instrument or an investment security.

Registered user

A user of the SIR who has registered as a user.

Registrar

The Registrar of Companies who is also the registrar under the Law.

Relevant trustee

A trustee or nominee other than the trustee of a prescribed unit trust.

Restored

"Restored" will appear in the history of a financing statement where the Registrar has restored a registration under Article 81 of the Law. Under Article 81, the Registrar may restore a financing statement to the SIR if, due to an error made by or under the authority of the Registrar, it has been incorrectly discharged or removed.

Secured party

The holder of a security interest, whether for the holder's own benefit and/or the benefit of another.

Secured party or assignee list

A list of one or more secured parties or assignees maintained by a user or an Administrator of a user group to facilitate more efficient population of mandatory fields in financing statements.

Secured party PIN or assignee PIN

A unique access code assigned to a financing statement. The secured party PIN or assignee PIN is emailed to a secured party or assignee and is displayed in My Financing Statements or My Workspace once a financing statement has been successfully registered. A secured party needs a secured party PIN and an assignee needs an assignee PIN to register a financing change statement.

Securities account

An account held with an intermediary to which investment securities are credited.

Security interest

An interest in intangible property, being an interest that, under a security agreement, secures payment or performance of an obligation.

SIR

The Security Interests Register. (It is also a register of assignments of receivables.)

Verification Statement

The information that is sent to the applicant for registration confirming the registration of a financing statement or financing change statement. A verification statement is essentially a copy of the financing statement or financing change statement that was registered. It also contains the financing statement registration number and the grantor PIN or assignor PIN.