Office of Public Sector Information
PART 25 continued CHAPTER 2 continued
(1) Where any commission, allowance or discount has been paid or made either directly or indirectly by a company to a person in consideration of his—
(a) subscribing or agreeing to subscribe, whether absolutely or conditionally, for debentures in a company, or
(b) procuring or agreeing to procure subscriptions, whether absolute or conditional, for such debentures,
the particulars required to be sent for registration under section 878 shall include particulars as to the amount or rate per cent. of the commission, discount or allowance so paid or made.
(2) The deposit of debentures as security for a debt of the company is not, for the purposes of this section, treated as the issue of debentures at a discount.
(3) Failure to comply with this section does not affect the validity of the debentures issued.
Where a charge is created in the United Kingdom but comprises property outside the United Kingdom, the copy of the instrument creating or purporting to create the charge may be sent for registration under section 878 even if further proceedings may be necessary to make the charge valid or effectual according to the law of the country in which the property is situated.
(1) The registrar shall keep, with respect to each company, a register of all the charges requiring registration under this Chapter.
(2) In the case of a charge to the benefit of which holders of a series of debentures are entitled, the registrar shall enter in the register the required particulars specified in section 882(2).
(3) In the case of any other charge, the registrar shall enter in the register the following particulars—
(a) if it is a charge created by a company, the date of its creation and, if it is a charge which was existing on property acquired by the company, the date of the acquisition,
(b) the amount secured by the charge,
(c) short particulars of the property charged,
(d) the persons entitled to the charge, and
(e) in the case of a floating charge, a statement of any of the provisions of the charge and of any instrument relating to it which prohibit or restrict or regulate the company’s power to grant further securities ranking in priority to, or pari passu with, the floating charge, or which vary or otherwise regulate the order of ranking of the floating charge in relation to subsisting securities.
(4) The registrar shall give a certificate of the registration of any charge registered in pursuance of this Chapter, stating—
(a) the name of the company and the person first-named in the charge among those entitled to the benefit of the charge (or, in the case of a series of debentures, the name of the holder of the first such debenture issued), and
(b) the amount secured by the charge.
(5) The certificate—
(a) shall be signed by the registrar or authenticated by the registrar’s official seal, and
(b) is conclusive evidence that the requirements of this Chapter as to registration have been satisfied.
(6) The register kept in pursuance of this section shall be open to inspection by any person.
(1) The period allowed for registration of a charge created by a company is—
(a) 21 days beginning with the day after the day on which the charge is created, or
(b) if the charge is created outside the United Kingdom, 21 days beginning with the day after the day on which a copy of the instrument by which the charge is created or evidenced could, in due course of post (and if despatched with due diligence) have been received in the United Kingdom.
(2) The period allowed for registration of a charge to which property acquired by a company is subject is—
(a) 21 days beginning with the day after the day on which the transaction is settled, or
(b) if the property is situated and the charge was created outside the United Kingdom, 21 days beginning with the day after the day on which a copy of the instrument by which the charge is created or evidenced could, in due course of post (and if despatched with due diligence) have been received in the United Kingdom.
(3) The period allowed for registration of particulars of a series of debentures as a result of section 882 is—
(a) if there is a deed containing the charge mentioned in section 882(1), 21 days beginning with the day after the day on which that deed is executed, or
(b) if there is no such deed, 21 days beginning with the day after the day on which the first debenture of the series is executed.
(1) Subsection (2) applies if a statement is delivered to the registrar verifying with respect to any registered charge—
(a) that the debt for which the charge was given has been paid or satisfied in whole or in part, or
(b) that part of the property charged has been released from the charge or has ceased to form part of the company’s property.
(2) If the charge is a floating charge, the statement must be accompanied by either—
(a) a statement by the creditor entitled to the benefit of the charge, or a person authorised by him for the purpose, verifying that the statement mentioned in subsection (1) is correct, or
(b) a direction obtained from the court, on the ground that the statement by the creditor mentioned in paragraph (a) could not be readily obtained, dispensing with the need for that statement.
(3) The registrar may enter on the register a memorandum of satisfaction (in whole or in part) regarding the fact contained in the statement mentioned in subsection (1).
(4) Where the registrar enters a memorandum of satisfaction in whole, he shall, if required, furnish the company with a copy of the memorandum.
(5) Nothing in this section requires the company to submit particulars with respect to the entry in the register of a memorandum of satisfaction where the company, having created a floating charge over all or any part of its property, disposes of part of the property subject to the floating charge.
(1) Subsection (2) applies if the court is satisfied—
(a) that the failure to register a charge before the end of the period allowed for registration, or the omission or mis-statement of any particular with respect to any such charge or in a memorandum of satisfaction—
(i) was accidental or due to inadvertence or to some other sufficient cause, or
(ii) is not of a nature to prejudice the position of creditors or shareholders of the company, or
(b) that on other grounds it is just and equitable to grant relief.
(2) The court may, on the application of the company or a person interested, and on such terms and conditions as seem to the court just and expedient, order that the period allowed for registration shall be extended or, as the case may be, that the omission or mis-statement shall be rectified.
(1) If a company creates a charge to which section 878 applies, the charge is void (so far as any security on the company’s property or any part of it is conferred by the charge) against—
(a) the liquidator of the company,
(b) an administrator of the company, and
(c) any creditor of the company
unless that section is complied with.
(2) Subsection (1) is without prejudice to any contract or obligation for repayment of the money secured by the charge; and when a charge becomes void under this section the money secured by it immediately becomes payable.
(1) Every company shall cause a copy of every instrument creating a charge requiring registration under this Chapter to be kept available for inspection.
(2) In the case of a series of uniform debentures, a copy of one debenture of the series is sufficient.
(1) Every company shall keep available for inspection a register of charges and enter in it all charges specifically affecting property of the company, and all floating charges on any property of the company.
(2) There shall be given in each case a short description of the property charged, the amount of the charge and, except in the case of securities to bearer, the names of the persons entitled to it.
(3) If an officer of the company knowingly and wilfully authorises or permits the omission of an entry required to be made in pursuance of this section, he commits an offence.
(4) A person guilty of an offence under this section is liable—
(a) on conviction on indictment, to a fine;
(b) on summary conviction, to a fine not exceeding the statutory maximum.
(1) This section applies to—
(a) documents required to be kept available for inspection under section 890 (copies of instruments creating charges), and
(b) a company’s register of charges kept in pursuance of section 891.
(2) The documents and register must be kept available for inspection—
(a) at the company’s registered office, or
(b) at a place specified in regulations under section 1136.
(3) The company must give notice to the registrar—
(a) of the place at which the documents and register are kept available for inspection, and
(b) of any change in that place,
unless they have at all times been kept at the company’s registered office.
(4) The documents and register shall be open to the inspection—
(a) of any creditor or member of the company without charge, and
(b) of any other person on payment of such fee as may be prescribed.
(5) If default is made for 14 days in complying with subsection (3) or an inspection required under subsection (4) is refused, an offence is committed by—
(a) the company, and
(b) every officer of the company who is in default.
(6) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.
(7) If an inspection required under subsection (4) is refused the court may by order compel an immediate inspection.
(1) In this section a “special register” means a register, other than the register of charges kept under this Part, in which a charge to which Chapter 1 or Chapter 2 applies is required or authorised to be registered.
(2) The Secretary of State may by order make provision for facilitating the making of information-sharing arrangements between the person responsible for maintaining a special register (“the responsible person”) and the registrar that meet the requirement in subsection (4).
“Information-sharing arrangements” are arrangements to share and make use of information held by the registrar or by the responsible person.
(3) If the Secretary of State is satisfied that appropriate information-sharing arrangements have been made, he may by order provide that—
(a) the registrar is authorised not to register a charge of a specified description under Chapter 1 or Chapter 2,
(b) a charge of a specified description that is registered in the special register within a specified period is to be treated as if it had been registered (and certified by the registrar as registered) in accordance with the requirements of Chapter 1 or, as the case may be, Chapter 2, and
(c) the other provisions of Chapter 1 or, as the case may be, Chapter 2 apply to a charge so treated with specified modifications.
(4) The information-sharing arrangements must ensure that persons inspecting the register of charges—
(a) are made aware, in a manner appropriate to the inspection, of the existence of charges in the special register which are treated in accordance with provision so made, and
(b) are able to obtain information from the special register about any such charge.
(5) An order under this section may—
(a) modify any enactment or rule of law which would otherwise restrict or prevent the responsible person from entering into or giving effect to information-sharing arrangements,
(b) authorise the responsible person to require information to be provided to him for the purposes of the arrangements,
(c) make provision about—
(i) the charging by the responsible person of fees in connection with the arrangements and the destination of such fees (including provision modifying any enactment which would otherwise apply in relation to fees payable to the responsible person), and
(ii) the making of payments under the arrangements by the registrar to the responsible person,
(d) require the registrar to make copies of the arrangements available to the public (in hard copy or electronic form).
(6) In this section “specified” means specified in an order under this section.
(7) A description of charge may be specified, in particular, by reference to one or more of the following—
(a) the type of company by which it is created,
(b) the form of charge which it is,
(c) the description of assets over which it is granted,
(d) the length of the period between the date of its registration in the special register and the date of its creation.
(8) Provision may be made under this section relating to registers maintained under the law of a country or territory outside the United Kingdom.
(9) An order under this section is subject to negative resolution procedure.
(1) The Secretary of State may by regulations under this section—
(a) amend this Part by altering, adding or repealing provisions,
(b) make consequential amendments or repeals in this Act or any other enactment (whether passed or made before or after this Act).
(2) Regulations under this section are subject to affirmative resolution procedure.
Companies Act 2006