" (4) Where any commission, allowance, or discount has been paid or made either directly or indirectly by the company to any person in considera tion of his subscribing or agreeing to subscribe, whether absolutely or conditionally, for any debentures of the company, or procuring or agree ing to procure subscriptions, whether absolute or conditional, for any such debentures, the particulars required to be sent for registration under this Section shall include particulars as to the amount or rate per cent. of the commission, discount, or allow ance so paid or made, but an omission to do this shall not affect i the validity of the debentures issued : " Provided that the deposit of any debentures as security for any debt of the company shall not for the purposes of this provision be treated as the issue of the debentures at a discount.
" (5) The registrar shall give a certificate under his hand of the registration of any mortgage or charge registered in pursuance of this Section, stating the amount thereby secured, and the certificate shall be conclusive evi dence that the requirements of this Section as to registration have been complied Nvith.
" (6) The company shall cause a copy of every certificate of registration given under this Section to be indorsed on every debenture or certificate of debenture stock which is issued by the company, and the payment of which is secured by the mortgage or charge so registered : " Provided that nothing in this sub-section shall be construed as requiring a company to cause a certificate of registration of any mortgage or charge so given to be indorsed on any debenture or certifi cate of debenture stock which has been issued by the company before the mortgage or charge was created.
" (7) It shall be the duty of the company to send to the registrar for registration the particulars of every mortgage or charge created by the company and of the issues of debentures of a series, requiring registration under this Section, but registration of any such mortgage or charge may be effected on the application of any person interested therein.
" Where the registration is effected on the application of some person other than the company, that person shall be entitled to recover from the company the amount of any fees properly paid by him to the registrar on the registration.
" (S) The register kept in pursuance of this Section shall be open to inspection by any person on payment of the prescribed fee, not exceeding one shilling for each inspection.
" (9) Every company shall cause a copy of every instrument creating any mort gage or charge requiring registration under this Section to be kept at the registered office of the company : Provided that, in the case of a series of uniform debentures, a copy of one such debenture shall be sufficient.
Entry of Satisfaction.
"97. The registrar of companies may, on evidence being given to his satisfaction that the debt for which any registered mortgage or charge was given has been paid or satisfied, order that a memorandum of satisfaction be entered on the register, and shall if required furnish the company with a copy thereof."
The Act imposes heavy penalties for neglect to register mortgages and charges. Section 99.) Every company must keep a register of mortgages and charges, and enter therein " all mortgages and charges specifically ' affecting property of the company, giving in each case a short description of the pro perty mortgaged or charged, the amount of the mortgage or charge, and (except in the case of securities to bearer) the names of the mortgagees or persons entitled thereto." (Section 100.) The register shall be open to the inspection of any creditor or member, without fee, and to any other person on payment of one shilling. (Section 101.) A debenture containing merely a floating charge does not require entering in this register, but if it contains a specific charge it must be entered. A floating charge, how ever, requires registration with the registrar of companies. (See Section 93, above.) 13y Section 243 (see under REGISTRAR OF COMPANIES) any person may inspect the documents kept by the registrar on payment of a fee not exceeding one shilling.
When the title deeds of a company are given as security, either with or without a memorandum of deposit, it is a charge, and must be registered at the date of the deposit.
The benefit of the registration of charges is that a banker, or other person, can now by an inspection of the register of mort gages ascertain at once what charges have been created.
It should be particularly noted that if a mortgage or charge, as above specified, is not registered within twenty-one days it is void against a liquidator and any creditor, so far as security on the company's property is con cerned, and the money payable under the charge will then rank only as an unsecured debt.
Section 93, (a) to (f) (see above), details the various kinds of charges, created since July 1, 1908, which must be registered. Prior to July 1, 190S, the charges which had to be registered in order to form a valid security, were those created after December 31, 1900, and before July I, 190S, but that regulation did not include the charges (d) and (e) (see Section 93, above) specified in the Consolidation Act, 1908. The mortgages which must be registered are therefore :— Prior to December 31, 1900, no legislation compelling registration.
From December 31. 190U, to July 1, 190$, (a), (b), (c), (f). (See above,) Since July 1, 1908, (a), (b), (c), (d), (e) , (f). (See above.) The prescribed fee for registration of a mortgage or charge is : Where the amount does not exceed /200, 10.3.
Where the amount exceeds 4200, 11.
The fee for registration of a series of is : Where the total amount of the series does not exceed 1,200, 10s.
Where the total amount of the series excee.ls l200, 0. (See COMPANIES, RECEIVER.)