Perfection of Security Interest

The filing of a security interest under a Personal Property Securities Act, which is the legal framework governing secured transactions over personal property (including intangible assets) in jurisdictions such as Australia, New Zealand, and Canadian provinces. PPSA registration perfects the security interest, establishes priority against competing claims, and provides public notice of the encumbrance.

The equity in a subsidiary not attributable to the parent company, representing the ownership stake held by minority shareholders. Under IFRS 3, the acquirer chooses for each business combination to measure the NCI either at fair value (which results in full goodwill) or at its proportionate share of the acquiree's identifiable net assets (which results in partial goodwill).

A public notice filed under the Uniform Commercial Code (primarily UCC-1 financing statements) that establishes a creditor's security interest in a debtor's personal property, including intangible assets such as intellectual property, receivables, and general intangibles. Filing a UCC-1 statement perfects the security interest and establishes priority over subsequent creditors.

A security interest that gives a lender a claim against all of a borrower's assets, both current and future, rather than specific identified collateral. Blanket liens are commonly used in small business lending and working capital facilities where itemising individual assets would be impractical.

A public or restricted-access registry identifying the natural persons who ultimately own or control legal entities such as companies, trusts, and partnerships. In the UK, the People with Significant Control (PSC) register is maintained at Companies House, while the EU's Anti-Money Laundering Directives require member states to maintain central beneficial ownership registers.

Debt subordination is an agreement under which one creditor's claim is ranked behind another's, so the senior lender is repaid in full before the subordinated lender receives anything. In IP-backed lending it is the mechanism that lets more than one lender share the same intangible collateral, or that reconciles a new IP-backed facility with existing security.

A negative pledge is a lending covenant under which a borrower promises not to grant new security over specified assets, or over any assets, without the lender's consent. In IP-backed lending, a negative pledge covenant is the instrument that protects a lender's collateral position after the loan is advanced.

A financial model developed by Edward Altman that combines five weighted financial ratios to predict the probability of corporate bankruptcy. The Altman Z-Score is used by investors and creditors as an early warning system, though it can understate the financial health of intangible-intensive firms whose assets are not fully reflected on the balance sheet.

Why does chain of title matter for an IP loan?

Chain of title matters because a lender can only take security over IP the borrower genuinely owns. Gaps, such as unassigned contractor or employee work, can void the collateral and stop the loan.

What is Section 859A and why does it matter for IP loans?

Section 859A of the Companies Act 2006 requires most company charges to be registered at Companies House within 21 days. Miss the deadline and the security is void against a liquidator or administrator.

What is a legal mortgage over intellectual property?

A legal mortgage over IP transfers legal title of the rights to the lender as security, with a licence-back so you keep using them; it is the strongest form of IP security and is discharged when the loan is repaid.