Who May File a Notice in the Personal Property Security Registry (PPSR) under the Philippine PPSA
Key take-away: In nearly every transaction the secured creditor (or its duly authorized representative) does the actual on-line filing—but the statute allows several other parties to register a notice as well, and it assigns each of them specific rights, duties, and potential liabilities.
1. Statutory Foundation
| Instrument | Principal provisions relevant to filing |
|---|---|
| Republic Act No. 11057 – Personal Property Security Act (PPSA) | §§ 4 (definitions), 13-22 (Registry framework & registration of notices), 27-31 (amendment & termination), 34-36 (civil & criminal liability) |
| PPSA Implementing Rules and Regulations (IRR), LRA Circulars & Administrative Orders | Part IV (Registry operations), Part V (user accounts & authentication), Part VI (fees) |
| LRA PPSR User Manual & e-Registry Terms of Use | Technical rules on user enrolment, digital signatures, payment gateways, printable registry search certificates, etc. |
The Land Registration Authority (LRA) acts as “registry authority” and operates the fully electronic Personal Property Security Registry (PPSR). A notice in the PPSR is not the security agreement itself; it is a public filing meant to perfect the security interest and establish priority.
2. Who Can File? (Section-by-Section Explanation)
| Permitted filer | Statutory basis | Typical real-world example | Rationale |
|---|---|---|---|
| Secured Creditor (a bank, financing company, leasing firm, private lender, factor, etc.) or its authorized representative | PPSA § 15(a) (mirrors Art. 21 UNCITRAL Model Law) | Bank’s in-house counsel or the loan documentation team files a notice over the borrower’s inventory and receivables. | The secured party is the main beneficiary of perfection and therefore bears the risk of non-registration. |
| Security Agent / Trustee / Collateral Agent for a syndicate | PPSA § 4(o) (definition of “secured creditor” includes a representative), § 15(a) | A facility agent files one umbrella notice covering all lenders in a syndicated term-loan. | One filing simplifies perfection and subsequent amendments. |
| Buyer / Transferee of Receivables or Other Collateral | PPSA § 15(b) | A factoring company purchases accounts receivable and files to protect its outright assignment. | The PPSA treats outright assignments of receivables as registrable to give public notice and establish priority over subsequent assignees. |
| Grantor (Debtor) or its Representative | PPSA § 15(c), § 28 (right to file termination if secured party refuses), § 30 (right to file amendment if information is inaccurate) | (i) A borrower files a prospective notice to signal that it intends to grant a security interest to any lender that finances its operations; (ii) a borrower files a termination statement after paying in full when the creditor fails to do so within 20 BD. | Gives the grantor a self-help remedy to clear obsolete liens and allows pre-filing for rapid-turnaround credit (inventory finance, dealer floor-plan, etc.). |
| Person With Another Registrable Interest (e.g., judgment creditor with personal-property levy, warehouseman’s lienholder) | PPSA § 4(n) (security interest includes liens “by operation of law” if registrable), § 15(b) | A logistics company files a lien over goods in its warehouse for unpaid storage charges. | Lets non-consensual lienholders stake priority against later-in-time security interests. |
| Court-Appointed Insolvency or Rehabilitation Receiver | Indirect: Financial Rehabilitation and Insolvency Act (FRIA) §§ 32-33 plus PPSA § 22 (registry notice requirements apply “with necessary adjustments”) | Receiver amends the notice to reflect its appointment or files a notice of disposition when selling encumbered assets. | Maintains transparency and preserves priority contests post-insolvency. |
Bottom line: Any party with a registrable interest may file, but the principal filer in practice is the secured creditor (including its agent). The grantor’s filing rights are mainly defensive (to clean-up or pre-file collateral) rather than constitutive of perfection.
3. Filing Mechanics in Practice
Create PPSR User Account
- Corporations upload a board/secretary’s certificate and designate at least one “User Administrator.”
- Individuals provide one government-issued ID.
- Two-factor authentication (username + OTP) is mandatory.
Populate Notice Template
Mandatory Field Practical tips Grantor’s complete legal name and unique identifier (TIN or SEC Registration No.) The Registry runs a “name-matching” algorithm; typos may render the filing seriously misleading. Secured creditor’s name & unique ID If a security agent is used, list the agent and tick the box “in a representative capacity.” Collateral description Use either: (a) serial number description (for motor vehicles, vessels, aircraft, heavy equipment) or (b) generic description (e.g., “all present and after-acquired inventory”) or (c) mixed. Maximum amount secured (optional field in PPSA, but best practice to include) Cures uncertainties in insolvency, especially for revolving facilities. Pay Filing Fee
- Collected electronically via debit/credit card or LandBank LinkBiz; current tariff is ₱300 per notice (update via LRA Circular).
Electronic Certification & Time-Stamp
- The system generates an exact date-and-time stamp; perfection takes effect from that millisecond onward.
Service of Notice on Grantor
- PPSA § 18: Secured creditor must send a copy (e-mail, courier, or registered mail) to the grantor within 5 business days; failure does not invalidate perfection but may trigger damages.
Search & Verification
- Anyone may run a name-based search and download a Search Certificate (₱120).
- In asset-based deals (equipment finance, M&A due diligence), counsel routinely pull a search on both the grantor and serial-number collateral.
4. Amendments, Terminations & Their Filers
| Filing Type | Who must file | When | Effect if not filed |
|---|---|---|---|
| Amendment Notice (e.g., change of name, additional collateral, partial release) | Normally the secured creditor; the grantor may file if information is “seriously misleading” and creditor fails or refuses (PPSA § 30). | “Promptly” after the change; IRR suggests within 30 calendar days. | An inaccurate record may be seriously misleading, jeopardizing perfection or priority. |
| Termination Notice | Secured creditor must within 20 business days of full discharge (PPSA § 29). | If the creditor does not file, the grantor may do so after giving 10 BD written notice to the creditor (PPSA § 28). | Registry automatically flags a pending grantor-initiated termination; if the creditor still does not object, the notice becomes effective. |
| Continuation Notice | Secured creditor; may be filed any time within six months before the lapse of the original five-year registration period. | Extends perfection for another five years (serial-number collateral requires renewal every 3 yrs). | If missed, perfection lapses and security interest becomes unperfected. |
5. Authority and Liability of Filers
5.1 Authority
- Corporate secured parties usually issue a board resolution and an Authority to File in favor of a specific employee, law firm, or outsourcing service.
- The Registry only verifies user account credentials; it does not police the underlying authority—misuse is penalized later.
5.2 Civil & Criminal Liability
| Misconduct | Remedy / Penalty |
|---|---|
| Knowingly filing a false or unauthorized notice | PPSA § 35: civil liability for actual damages + ₱500,000 exemplary damages. |
| Using the system to harass or defame a person | Same section; criminal prosecution under the Cybercrime Prevention Act is also possible. |
| Failing to file termination within 20 BD | Grantor may recover damages; BSP/SEC may impose supervisory sanctions on regulated lenders. |
6. Special Transactional Scenarios
Cross-Border & Multijurisdictional Collateral
- Philippine PPSA applies if the grantor is located in the Philippines or if the collateral is serial-number goods located here when the security interest is granted. Foreign secured parties therefore frequently act through a local security agent for ease of registry access.
Interaction with Chattel Mortgage
- The Chattel Mortgage Law (Act No. 1508) still exists, but for new transactions most lenders choose PPSA registration because it is faster (digital, no notarial & affidavit formalities) and cheaper.
- Legacy chattel mortgages recorded at the Registry of Deeds retain their priority. If they are amended after 2019, many mortgagees re-register in the PPSR for belt-and-suspenders perfection.
Pledge vs. PPSA Security Interest
- Possessory pledges perfected by delivery (e.g., pawnbrokers) do not require PPSR filing.
- Non-possessory pledges (e.g., pledge of shares evidenced by certificated stocks remaining with pledgor) should be registered to enjoy PPSA priority rules.
Receivables Financing & Supply-Chain Finance
- Buyers of receivables (factoring, forfaiting) must file a notice to gain super-priority over subsequent assignees or judgment creditors.
- Suppliers that retain title (ROT clauses) may file to publicize their reservation of ownership and avoid re-characterization as unsecured credit.
7. Practical Tips for Counsel and Lenders
| Tip | Why it matters |
|---|---|
| Always verify name spellings against SEC or DTI records before filing. | “Seriously misleading” errors void perfection against third parties. |
| Serial-number filings: copy the VIN/HIN/engine number verbatim from the LTO/Marina certificate. | Registry search is exact-match; one wrong digit defeats notice. |
| Bundle multiple collateral classes in one notice (allowed by PPSA) to save fees. | The “basket” approach avoids omissions and simplifies renewals. |
| Calendar continuation deadlines (5 yrs / 3 yrs) well in advance; the system does not send automatic reminders. | Lapse converts a perfected security interest into an unperfected one, destroying priority. |
| Send the registry PDF to the borrower immediately and secure an acknowledgment. | Avoids later allegations of lack of notice and supports enforcement proof in court. |
8. Conclusion
Under the PPSA, virtually any stakeholder with a registrable claim over personal property can file a PPSR notice, but the ecosystem is designed around the secured creditor (or its agent) as the primary filer. The statute’s open-ended wording (“a person with rights in the collateral”) intentionally casts a wide net so that priority contests are resolved in a single, searchable registry.
Practitioners should treat filing authority, accuracy of information, and post-filing obligations (termination, amendment, continuation) with the same care they devote to drafting the security agreement itself. A flawless security package in the loan documents means little if perfection is lost through an avoidable filing misstep.