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PART IV
Registration of Charges
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Registration of Charges with Registrar of Companies.
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Registration of charges created by companies.
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99.—(1) Subject to the provisions of this Part, every charge created after the fixed date by a company, and being a charge to which this section applies, shall, so far as any security on the company's property or undertaking is conferred thereby, be void against the liquidator and any creditor of the company, unless the prescribed particulars of the charge, verified in the prescribed manner, are delivered to or received by the registrar of companies for registration in manner required by this Act within 21 days after the date of its creation, but without prejudice to any contract or obligation for repayment of the money thereby secured, and when a charge becomes void under this section, the money secured thereby shall immediately become payable.
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(2) This section applies to the following charges:
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(a) a charge for the purpose of securing any issue of debentures;
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(b) a charge on uncalled share capital of the company;
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(c) a charge created or evidenced by an instrument which, if executed by an individual, would require registration as a bill of sale;
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(d) a charge on land, wherever situate, or any interest therein, but not including a charge for any rent or other periodical sum issuing out of land;
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(e) a charge on book debts of the company;
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(f) a floating charge on the undertaking or property of the company;
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(g) a charge on calls made but not paid;
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(h) a charge on a ship or any share in a ship;
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(i) a charge on goodwill, on a patent or a licence under a patent, on a trade mark or on a copyright or a licence under a copyright.
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(3) In the case of a charge created out of the State comprising property situate outside the State, 21 days after the date on which the prescribed particulars could, in due course of post, and if despatched with due diligence, have been received in the State shall be substituted for 21 days after the date of the creation of the charge as the time within which the particulars are to be delivered to the registrar.
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(4) Where a charge is created in the State but comprises property outside the State, the prescribed particulars may be sent for registration under this section, notwithstanding that further proceedings may be necessary to make the charge valid or effectual according to the law of the country in which the property is situate.
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(5) Where a charge comprises property situate outside the State and registration in the country where the property is situate is necessary to make the charge valid or effectual according to the law of that country, a certificate in the prescribed form stating that the charge was presented for registration in the country where the property is situate on the date on which it was so presented shall be delivered to the registrar of companies for registration.
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(6) Where a negotiable instrument 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 charge on those book debts.
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(7) The holding of debentures entitling the holder to a charge on land shall not, for the purposes of this section, be deemed to be an interest in land.
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(8) Where a series of debentures containing, or giving by reference to any other instrument, any charge to the benefit of which the debenture holders of that series are entitled pari passu is created by a company, it shall, for the purposes of this section, be sufficient if there are delivered to or received by the registrar, within 21 days after the execution of the deed containing the charge, or, if there is no such deed, after the execution of any debentures of the series, the following particulars:
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(a) the total amount secured by the whole series; and
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(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
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(c) a general description of the property charged; and
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(d) the names of the trustees, if any, for the debenture holders;
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so, however, 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 amount and date of each issue, but an omission to do this shall not affect the validity of the debentures issued.
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(9) Where any commission, allowance or discount has been paid or made either directly or indirectly by a company to any person in consideration of his subscribing or agreeing to subscribe, whether absolutely or conditionally, for any debentures of the company, or procuring or agreeing 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 and rate per cent. of the commission, discount or allowance so paid or made, but omission to do this shall not affect the validity of the debentures issued, so, however, that the deposit of any debentures as security for any debt of the company shall not, for the purposes of this subsection, be treated as the issue of the debentures at a discount.
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(10) In this Part—
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(a) “charge” includes mortgage;
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(b) “the fixed date” means, in relation to the charges specified in paragraphs (a) to (f), of subsection (2), the 1st July, 1908, and in relation to the charges specified in paragraphs (g) to (i), the operative date.
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