General Security Deed
Protect your security interests and your property with a comprehensive, legally binding agreement when carrying out business transactions.
This do-it-yourself document generator takes the complexity out of drafting a General Security Deed that is tailored to your specific circumstances, and complies with federal legislation.
How does it work?
Our intuitive tool will guide you through the process step-by-step from start to finish. It’s quick, easy and simple to understand – just how legal documents ought to be.
The expert interview wizard will help you answer a few questions and prepare your document in the background. You’ll have your custom General Security Deed in 10 minutes or less.
When you’re done, print or download a PDF versions for you to review, customise or sign.
What is a General Security Deed?
A General Security Deed is an agreement that provides a lender a security interest in a specified asset in case the borrower defaults on the loan.
Our tool generates a General Security Deed that is both tailored to you and your requirements, and complies with the requirements of the Personal Property Securities Act 2009 (Cth) (“PPSA”).
It creates security interests over all property of the Grantor to which the PPSA applies, and a fixed charge over all other property of the Grantor.
This document can be used to secure the performance of obligations.
When should I use a General Security Deed?
A General Security Deed should be used for when you want to enforce an agreement that you were part of. This can include;
- Payment or repayment of monies
- When you want to create a security interest over your property if you are using it as security for borrowing money
- You would like to lend money and you want to secure the money you’re lending against the property of the borrower
- You would like to have legal options available if the obligation that you’re securing against is breached.
What topics does a General Security Deed cover?
- Details of parties involved
- Secured Money
- Grantor Undertakings
- Designated Account
- Events of Default
- Application of money
- Third Party Dealing
- Preservation of rights
- Release of security
- Representations and warranties
- Costs and expenses
- Further assurances
- Exclusion notice or time period
- Waiver or variation of rights
- Powers, rights and remedies
- Entire agreement and understanding
- Governing law and jurisdiction
What are the main decisions I need to make in creating a General Security Deed?
- How many parties do you want to be included in the agreement?
This document can be adapted for use depending on how many Grantors and Secured Parties you want to include in the agreement. You can name up to 5 separate entities in each group. If you name multiple parties in a group, those parties will hold their rights, and owe their obligations, jointly and severally.
- What are the details and subject matter of the Principal Agreements that are being secured?
Here’s where you give us details of the underlying agreements that are being secured which are referred to here as the “Principal Agreements”.
- This security is prepared on the assumption that all of the Secured Parties and all of the Grantors are parties to each of the Principal Agreements.
- If that is not the case, you may wish to split this security into two or more separate securities (as applicable).
- You can name up to 5 separate Principal Agreements.
- What consents will you require?
If there are any existing security interests over the collateral property, or the property is the subject of other existing agreements under which rights/obligations may be triggered by the creation of a security interest over the property, it may necessary to obtain consent to the creation of the security interests under this document from one or more third parties. The Secured Party should investigate whether any such third-party consents are required.
What other names does a General Security Deed go by?
A General Security Deed is also known as:
- Security Deed
- General Security Agreement
- Security Guarantee Agreement
- Specific Security Deed
- Specific Security Agreement
Frequently Asked Questions
The parties involved are:
- “Grantors” – i.e., the parties who will be giving security for the underlying obligations; and
- “Secured Parties” – i.e., the parties in whose favour the Grantors will be giving security.
You can name up to 5 Grantors and up to 5 Secured Parties. If you name multiple parties on either side, they will hold their rights, and owe their obligations, jointly and severally.
Generally, a General Security Deed is used to secure personal loans, commercial loans and other business obligations owed to a lender. This is the most common type of contract used in commercial transactions. This is because it is an effective way to obtain business assets as collateral.
Yes, this document is legally binding and enforceable if it is signed by all parties.
It is strongly recommended that you complete and sign off on the agreement before any money or property is exchanged, to ensure all parties are aware of their rights and obligations and the consequence of defaulting or by breaching the agreement.
- Details of parties involved
- Principal Agreements
- Particulars of Permitted Purpose
- Applicability to 3rd Parties
- Required Consents
- Perfection clauses
- Events/triggers of defaults
- Costs and expenses
- Exclusion of notice or time period
- Choice of Governing Law
- This document can create a fixed charge over land.
- However, security interests over land cannot be registered on the Personal Property Securities Register and a fixed charge over land will not provide the same level of protection as a mortgage.
- Accordingly, if the secured party requires a security interest over land that is indefeasible or capable of being registered, a separate Deed of Mortgage is required
- This deed contains clauses that outline the procedure to follow if loan payment has defaulted or the business goes into receivership.
- Therefore, if the borrower defaults, the lender may decide to sell the assets to repay the loan.
- If the business goes into receivership, the receiver may choose to sell the collateral and the company to make up the lender’s losses.
- Collateral is the more common term for this.
- It is not uncommon for people to use their property as leverage as a means of securing a loan or some kind of capital fundraising.
- It might be for personal use, or it may be for the purposes of business. This process will involve a security interest.
- A Security Interest is a legal right granted by a debtor to a creditor over the debtor’s property which enables the creditor to have recourse to the property if the debtor defaults in making payment or otherwise performing the secured obligations.
The Personal Property Securities Register (PPSR) is a national online register that can provide information to help protect consumers when they are buying personal property such as cars, boats or artworks (not including land or buildings).
If you check the PPSR before you buy, you can find out if the personal property you are buying has a security interest attached to it. This is important because if you buy property subject to a security interest, it is possible that the person or entity with the security interest will repossess it.
The best possible priority and protection will be gained by registration immediately before the relevant agreement giving rise to the security interest is signed.
Yes, you should. Failing to register them in time they may risk serious, costly and inconvenient consequences.
Failure to register interests on the PPSR may result in;
- the priority of your interests being lost to other parties with competing interests.
- a third party (such as a purchaser) taking property free of the security interest,
- loss of the security interest altogether in the event of insolvency of the grantor
- loss of super priority that is available for certain interests.
- For intellectual property interests, this is the case even if your security interests have already been recorded on the IP Registers maintained by IP Australia.
Registering security interests on the Personal Property Securities Register (PPSR) takes little time and cost and it is worth considering doing so.
When you sign a General Security Deed with your bank or any lender, you or your company will often be asked to provide security over all of your present and after-acquired property, meaning the bank will have security over everything you own now and everything you will own in the future.
A bank could, for example, require a General Security Deed from you or your company to secure loan monies advanced by the bank.
The mere execution of this deed does not give priority to the Secured Party’s interests over other interests in the event that an enforcement becomes necessary.
The security interests created under this document must be properly perfected to achieve the intended priority.
Under the PPSA and depending on the particular asset, perfection may be achieved by way of registration on the Personal Property Securities Register (“PPSR”), control of the asset, possession of the asset, or a combination of these.
Registration on the PPSR
Security interests over moveable tangible personal property (e.g., goods, motor vehicles, etc) are perfected by way of registration on the PPSR.
Pre-registration is possible and favourable to the Secured Party because of the general priority rule that the earliest registration prevails.
Security for purchase money registered as a purchase money security interest (PMSI) will enjoy super-priority over other earlier-registered security interests.
The strict timelines under the PPSA must be observed.
Unperfected security interests are vulnerable to being defeated or invalidated in certain circumstances. For example, prior perfected interests will take priority. An unperfected security interest may also be defeated by bona fide third-party purchasers/lessees for value (subject to some exceptions, such as the third party’s knowledge of the security interest). They may also be invalidated by insolvency.
Under the PPSA, perfection by control prevails over perfection by registration. Security interests in certificated, unlisted company shares may be controlled by holding the original share certificates and being able to transfer the shares to itself (e.g., by holding blank transfer forms signed by the grantor).
Control of uncertificated shares in unlisted companies may be by agreement that the secured party be able to initiate or control sending instructions by which the shares can be transferred or otherwise dealt with.
Security over shares in ASX-listed companies may be controlled by entering into a CHESS security deed with the CHESS participant or maintaining the shares in the secured party’s name.
Simultaneous Control and Registration
Where perfection by control has been achieved, it is common practice to also perfect by registration in case control is inadvertently relinquished.
There are several signing options available. How you sign largely depends on where the parties are located and if they will attend signing together. You can print on paper and sign, or use electronic signature tools such as Docusign or Hellosign.
If you need any assistance please contact us directly, we would be happy to assist.
If you have any questions or are uncertain about any aspect of the document please do not sign it or use it, please contact us directly and we would be happy to assist.
Absolutely! Get in touch with us and we can provide a fixed-fee price to review it.
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What other documents might I need?
If you’re interested in a General Security Deed you might also need to think about:
- Company Constitution — The constitution contains a lot of the relevant information needed like the company registration details. This might be relevant if you are making an agreement with a company.
- Shareholder’s agreement — The information here is relevant to determine the powers of directors and shareholders if you are making an agreement with a company, and the decision-making structure which might affect the terms of the General Security Deed.
- Deed of Guarantee — This document sets out the details and obligations that may apply to a guarantor, if guarantees are needed from a 3rd party who is not party to this agreement.
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