Beyond the UCC: What International Lenders Need to Know About PPSA, RDPRM and RUG

What this is: A guide to the three secured transaction regimes covering North America, and how they interact across the U.S., Canada and Mexico.

What this means: International lenders and legal teams should understand all three systems before structuring or closing any cross-border transaction.

International lenders often approach North American secured lending through a U.S. lens. The Uniform Commercial Code (UCC) is familiar, widely documented, and built into many global templates.

But for any transaction that touches Canada or Mexico, a UCC-only approach creates real risk. North America does not operate under a single secured-transactions system. Instead, three distinct regimes apply: the UCC in the United States, provincial Personal Property Security Acts (PPSAs) and Quebec’s RDPRM in Canada, and Mexico’s Registro Único de Garantías Mobiliarias (RUG).

Understanding how these systems interact is essential for preserving priority and avoiding gaps in due diligence.

The US Starting Point: Debtor Location Drives Filing

Under Article 9 of the UCC, secured parties generally perfect their interest by filing a financing statement in the jurisdiction where the debtor is located.

For non-U.S. debtors, UCC § 9-307 applies a conflict-of-law analysis. If the debtor’s home jurisdiction has a public filing system for security interests, that jurisdiction’s law governs perfection. If not, the debtor is deemed located in Washington, D.C.

In most U.S. states, filings last five years, with continuation required before lapse. Wyoming is a notable exception, with a standard ten-year duration.

Recent US developments to watch out for: 

New York’s adoption of the 2022 UCC amendments, effective in early June 2026, introduces new rules for digital assets under Article 12, requiring lenders to reassess perfection strategies for emerging asset classes. At the same time, heightened sanctions enforcement—particularly involving cartel-linked entities—reinforces the need to integrate counterparty screening alongside traditional lien searches in North America due diligence.

Canada: A Provincial System with Multiple Filing Paths

Canada does not have a single national equivalent to the UCC. Each common-law province has its own PPSA (the Ontario PPSA is the most-cited reference point).

Filing logic depends heavily on the type of collateral involved. Some registrations are based on debtor location, while others depend on collateral location.

Quebec is a separate matter: as a civil law jurisdiction, it applies the Civil Code of Quebec and registrations are made with the Register of Personal and Movable Real Rights (RDPRM) rather than a PPSA system.

A North American transaction involving Canadian debtors may require multiple provincial PPSA searches and a separate RDPRM search.

Mexico: A Centralised Electronic Registry (RUG)

Mexico’s secured-transactions system operates through the Registro Único de Garantías Mobiliarias (RUG), a federal online registry. Filings are made electronically in Spanish and take effect immediately upon registration, with priority determined on a first-to-file basis.

The system permits creditors to register, modify, renew, and search filings electronically. Priority is generally determined on a first-to-file basis.

Foreign lenders often use local intermediaries such as notaries or corredores públicos to complete filings. In practice, common pitfalls include mismatched debtor names (particularly across group structures) and incomplete or poorly translated collateral descriptions.

Practical Takeaways for International Counsel and Corporate Teams

1. One filing regime is not enough. Cross-border transactions often require filings in multiple jurisdictions.

2. Debtor location and collateral type both matter.

3. Filing processes differ across the U.S., Canada, Quebec, and Mexico.

Why Coordinated Multi-Jurisdiction Filing Strategy Matters in North America

The UCC is the starting point, but it is not sufficient on its own. Cross-border transactions require a coordinated approach across multiple regimes to ensure enforceable priority and reduce risk. Many international lenders work with specialised service providers to coordinate this across all three regimes.

This article is provided for informational purposes only and should not be considered, or relied upon, as legal advice.