(1) Where a company creates a charge, the company must ensure that there is
lodged, within 45 days after the creation of the charge:
- (a)
- a notice in the
prescribed form setting out the following particulars:
- (i)
- the name of the company and the date of the creation of the charge;
- (ii)
- whether the charge is a fixed charge, a floating charge or both a fixed
and floating charge;
- (iii)
- if the charge is a floating chargewhether there is any provision
in the resolution or instrument creating or evidencing the charge that
prohibits or restricts the creation of subsequent charges;
- (iv)
- a short description of the liability (whether present or prospective)
secured by the charge;
- (v)
- a short description of the property charged;
- (vi)
- whether the charge is created or evidenced by a resolution, by an
instrument or by a deposit or other conduct;
- (vii)
- if the charge is constituted by the issue of a debenture or
debenturesthe name of the trustee (if any) for debenture holders;
- (viii)
- if the charge is not constituted by the issue of a debenture or
debentures or there is no trustee for debenture holdersthe name of the
chargee;
- (ix)
- such other information as is prescribed; and
- (b)
- if, pursuant to a resolution or resolutions passed by the company, the
company issues a series of debentures constituting a charge to the benefit of
which all the holders of debentures in the series are entitled in equal
priority, and the charge is evidenced only by the resolution or resolutions
and the debenturesa copy of the resolution or of each of the resolutions
verified by a statement in writing to be a true copy, and a copy of the first
debenture issued in the series and a statement in writing verifying the
execution of that first debenture; and
- (c)
- if, in a case to which paragraph (b) does not apply, the charge was
created or evidenced by an instrument or instruments:
- (i)
- the instrument or each of the instruments; or
- (ii)
- a copy of the instrument or of each of the instruments verified by a
statement in writing to be a true copy, and a statement in writing verifying
the execution of the instrument or of each of the instruments.
(2) In a case to which paragraph (1)(b) applies:
- (a)
- the charge is, for
the purposes of subsection (1), taken to be created when the first
debenture in the series of debentures is issued; and
- (b)
- if, after the issue of the first debenture in the series, the company
passes a further resolution authorising the issue of debentures in the series,
the company must ensure that a copy of that resolution, verified by a
statement in writing to be a true copy of that resolution, is lodged within 45
days after the passing of that resolution.
(3) A body that applies for registration as a company under Part 5B.1, or
for registration under Part 5B.2, must lodge with the application for
registration the documents specified in subsection (4) in relation to any
charge on property of the body that would be registrable under this Part if
the body were already registered under Part 5B.1, or Part 5B.2, as
the case may be.
(4) The documents required to be lodged under subsection (3) in relation
to a charge on property of a body are the following documents:
- (a)
- a notice
in the prescribed form:
- (i)
- setting out the name of the body; and
- (ii)
- if the charge was created by the bodyspecifying the date of the
creation of the charge; and
- (iii)
- if the charge was a charge existing on property acquired by the
bodysetting out the date on which the property was so acquired; and
- (iv)
- otherwise complying with the requirements of paragraph (1)(a);
- (b)
- if the charge was created or evidenced as mentioned in
paragraph (1)(b):
- (i)
- in the case of a charge created by the bodya copy of the resolution
or of each of the resolutions referred to in that paragraph verified by a
statement in writing to be a true copy and a copy of the first debenture
issued in the series referred to in that paragraph and a statement in writing
verifying the execution of that first debenture; or
- (ii)
- in the case of a charge that existed on property acquired by the
bodythe copies referred to in subparagraph (i) verified by
statements in writing to be true copies;
- (c)
- if the charge was created or evidenced by an instrument or instruments
(otherwise than as mentioned in paragraph (1)(b)):
- (i)
- in the case of a charge created by the body:
(A) the instrument or each of the instruments; or
(B) a copy of the instrument or of each of the instruments
verified by a statement in writing to be a true copy, and
a statement in writing verifying the execution of the
instrument or of each of the instruments; or
- (ii)
- in
the case of a charge that existed on property acquired by
the bodya copy of the instrument or of each of the
instruments verified by a statement in writing to be a
true copy;
- (d)
- if the charge was created or evidenced as mentioned in
paragraph (1)(b) and, after the issue of the first debenture in the
series, the body passed a further resolution or resolutions authorising the
issue of debentures in the seriesa copy of that resolution or of each of
those resolutions verified by a statement in writing to be a true copy.
(5) A notice in relation to a charge, being a charge in relation to which
paragraph (1)(b) or (c) or (4)(b) or (c) applies, is not taken to have
been lodged under subsection (1) or (3) unless the notice is accompanied
by the documents specified in that paragraph.
(6) Where a notice with respect to an instrument creating a charge has been
lodged under subsection (1) or (3), being a charge in respect of an issue
of several debentures the holders of which are entitled under the instrument
in equal priority to the benefit of the charge, sections 279 to 282
(inclusive) have effect as if any charges constituted by those debentures were
registered at the time when the charge to which the notice relates was
registered.
(7) Where a payment or discount has been made or allowed, either directly or
indirectly, by a company or registrable body to a person in consideration of
the person's subscribing or agreeing to subscribe, whether absolutely or
conditionally, for debentures, or procuring or agreeing to procure
subscriptions, whether absolute or conditional, for debentures, the notice
required to be lodged under subsection (1) or (3) must include
particulars as to the amount or rate per centum of the payment or discount.
(8) Where a company or registrable body issues debentures as security for a
debt of the company or registrable body, the company or registrable body is
not thereby to be regarded, for the purposes of subsection (7), as having
allowed a discount in respect of the debentures.