Home >> Dictionary Of Banking >> Paying Banker to Transfer Of Shares >> Registration of Mortgages and_P1

Registration of Mortgages and Charges

charge, mortgage, company, created, series, property, debentures and date

Page: 1 2

REGISTRATION OF MORTGAGES AND CHARGES. The Companies (Consolidation) Act, 1908, with regard to the registration of mortgages and charges created by a company, provides as follows : Registration of Mortgages and Charges in England and Ireland.

" 93. (1) Every mortgage or charge created after the first day of July nineteen hundred and eight by a company registered in England or Ireland and being either : " (a) a mortgage or charge for the purpose of securing any issue of debentures ; or "(b) a mortgage or charge on un called share capital of the company ; or " (c) a mortgage or charge created or evidenced by an instru ment which, if executed by an individual, would require registration as a bill of sale ; or "(d) a mortgage or charge on any land, wherever situate, or any interest therein ; or "(e) a mortgage or charge on any book debts of the company ; or " (I) a floating charge on the under taking or property of the company, shall, so far as any security on the company's property or undertaking is thereby conferred, be void against the liquidator and any creditor of the company, unless the prescribed particulars of the mortgage or charge, together with the instru ment (if any) by which the mortgage or charge is created or evidenced, are delivered to or received by the registrar of companies for registra tion in manner required by this Act within twenty-one days after the date of its creation, but without prejudice to any contract or obliga tion for repayment of the money thereby secured, and when a mort gage or charge becomes void under this Section the money secured thereby shall immediately become payable : " Provided that : " (i) in the case of a mortgage or charge created out of the United Kingdom comprising solely property situate out side the United Kingdom, the delivery to and the receipt by the registrar of a copy of the instrument by which the mortgage or charge is created or evi denced, verified in the pre scribed manner. shall have the same effect for the pur poses of this Section as the delivery and receipt of the instrument itself, and twenty-one days after the date on which the instru ment or copy could, in due course of post, and if despatched with due dili gence, have been received in the United Kingdom, shall be substituted for twenty-one days after the date of the creation of the mortgage or charge, as the time within which the parti culars and instrument or copy are to be delivered to the rer=istrar ; and " (ii) where mortgage or charge is created in the United Kingdom but comprises property outside the United Kingdom, the instrument creating or purporting to create the mortgage or charge may be sent for registration notwithstanding that further proceedings may be necessary to make the mortgage or charge valid or effectual according to the law of the country in which the property is situate ; and " (iii) where a negotiable instru ment has been given to secure the payment of any book debts of a company, the deposit of the instrument for the purpose of securing an advance to the company shall not for the purposes of this Section be treated as a mortgage or charge on those book debts ; and " (iv) the holding of debentures entitling the holder to a charge on land shall not be deemed to be an interest in land.

" (2) The registrar shall keep, with respect to each company, a register in the prescribed form of all the mortgages and charges created by the company after the first day of July nineteen hundred and eight and requiring registration under this Section, and shall, on payment of the prescribed fee, enter in the register, with res pect to every such mortgage or charge, the date of creation, the amount secured by it, short particu lars of the property mortgaged or charged, and the names of the mort gagees or persons entitled to the charge.

(3) Where a series of debentures contain ing, or giving by reference to any other instrument, any charge to the benefit of which the debenture holders of that series are entitled pay?' passe is created by a company, it shall be sufficient if there are delivered to or received by the registrar within twenty-one days after the execution of the deed con taining the charge or, if there is no such deed, after the execution of any debentures of the series, the follow ing particulars : " (a) the total amount secured by the whole series ; and "(b) the dates of the resolutions authorising the issue of the series and the date of the covering deed, if any, by which the security is created or defined ; and " (c) a general description of the property charged ; and " (d) the names of the trustees, if any, for the debenture holders : together with the deed containing the charge, or, if there is no such deed, one of the debentures of the series, and the registrar shall, on payment of the prescribed fee, enter those particulars in the register : " Provided that, where more than one issue is made of debentures in the series, there shall be sent to the registrar for entry in the register particulars of the date and amount of each issue, but an omission to do this shall not affect the validity of the debentures issued.

Page: 1 2