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Companies Act 1989

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This is the original version (as it was originally enacted).

93Charges requiring registration

The following sections are inserted in Part XII of the [1985 c. 6.] Companies Act 1985—

Registration in the company charges register
395Introductory provisions

(1)The purpose of this Part is to secure the registration of charges on a company’s property.

(2)In this Part—

  • “charge” means any form of security interest (fixed or floating) over property, other than an interest arising by operation of law; and

  • “property”, in the context of what is the subject of a charge, includes future property.

(3)It is immaterial for the purposes of this Part where the property subject to a charge is situated.

(4)References in this Part to “the registrar” are—

(a)in relation to a company registered in England and Wales, to the registrar of companies for England and Wales, and

(b)in relation to a company registered in Scotland, to the registrar of companies for Scotland;

and references to registration, in relation to a charge, are to registration in the register kept by him under this Part.

396Charges requiring registration

(1)The charges requiring registration under this Part are—

(a)a charge on land or any interest in land, other than—

(i)in England and Wales, a charge for rent or any other periodical sum issuing out of the land,

(ii)in Scotland, a charge for any rent, ground annual or other periodical sum payable in respect of the land;

(b)a charge on goods or any interest in goods, other than a charge under which the chargee is entitled to possession either of the goods or of a document of title to them;

(c)a charge on intangible movable property (in Scotland, incorporeal moveable property) of any of the following descriptions—

(i)goodwill,

(ii)intellectual property,

(iii)book debts (whether book debts of the company or assigned to the company),

(iv)uncalled share capital of the company or calls made but not paid;

(d)a charge for securing an issue of debentures; or

(e)a floating charge on the whole or part of the company’s property.

(2)The descriptions of charge mentioned in subsection (1) shall be construed as follows—

(a)a charge on a debenture forming part of an issue or series shall not be treated as falling within paragraph (a) or (b) by reason of the fact that the debenture is secured by a charge on land or goods (or on an interest in land or goods);

(b)in paragraph (b) “goods” means any tangible movable property (in Scotland, corporeal moveable property) other than money;

(c)a charge is not excluded from paragraph (b) because the chargee is entitled to take possession in case of default or on the occurrence of some other event;

(d)in paragraph (c)(ii) “intellectual property” means—

(i)any patent, trade mark, service mark, registered design, copyright or design right, or

(ii)any licence under or in respect of any such right;

(e)a debenture which is part of an issue or series shall not be treated as a book debt for the purposes of paragraph (c)(iii);

(f)the deposit by way of security of a negotiable instrument given to secure the payment of book debts shall not be treated for the purposes of paragraph (c)(iii) as a charge on book debts;

(g)a shipowner’s lien on subfreights shall not be treated as a charge on book debts for the purposes of paragraph (c)(iii) or as a floating charge for the purposes of paragraph (e).

(3)Whether a charge is one requiring registration under this Part shall be determined—

(a)in the case of a charge created by a company, as at the date the charge is created, and

(b)in the case of a charge over property acquired by a company, as at the date of the acquisition.

(4)The Secretary of State may by regulations amend subsections (1) and (2) so as to add any description of charge to, or remove any description of charge from, the charges requiring registration under this Part.

(5)Regulations under this section shall be made by statutory instrument which shall be subject to annulment in pursuance of a resolution of either House of Parliament.

(6)In the following provisions of this Part references to a charge are, unless the context otherwise requires, to a charge requiring registration under this Part.

Where a charge not otherwise requiring registration relates to property by virtue of which it requires to be registered and to other property, the references are to the charge so far as it relates to property of the former description..

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