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Companies Act 1989

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This is the original version (as it was originally enacted).

95Delivery of particulars for registration

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

398Company’s duty to deliver particulars of charge for registration

(1)It is the duty of a company which creates a charge, or acquires property subject to a charge—

(a)to deliver the prescribed particulars of the charge, in the prescribed form, to the registrar for registration, and

(b)to do so within 21 days after the date of the charge’s creation or, as the case may be, the date of the acquisition;

but particulars of a charge may be delivered for registration by any person interested in the charge.

(2)Where the particulars are delivered for registration by a person other than the company concerned, that person is entitled to recover from the company the amount of any fees paid by him to the registrar in connection with the registration.

(3)If a company fails to comply with subsection (1), then, unless particulars of the charge have been delivered for registration by another person, the company and every officer of it who is in default is liable to a fine.

(4)Where prescribed particulars in the prescribed form are delivered to the registrar for registration, he shall file the particulars in the register and shall note, in such form as he thinks fit, the date on which they were delivered to him.

(5)The registrar shall send to the company and any person appearing from the particulars to be the chargee, and if the particulars were delivered by another person interested in the charge to that person, a copy of the particulars filed by him and of the note made by him as to the date on which they were delivered.

399Effect of failure to deliver particulars for registration

(1)Where a charge is created by a company and no prescribed particulars in the prescribed form are delivered for registration within the period of 21 days after the date of the charge’s creation, the charge is void against—

(a)an administrator or liquidator of the company, and

(b)any person who for value acquires an interest in or right over property subject to the charge,

where the relevant event occurs after the creation of the charge, whether before or after the end of the 21 day period.

This is subject to section 400 (late delivery of particulars).

(2)In this Part “the relevant event” means—

(a)in relation to the voidness of a charge as against an administrator or liquidator, the beginning of the insolvency proceedings, and

(b)in relation to the voidness of a charge as against a person acquiring an interest in or right over property subject to a charge, the acquisition of that interest or right;

and references to “a relevant event” shall be construed accordingly.

(3)Where a relevant event occurs on the same day as the charge is created, it shall be presumed to have occurred after the charge is created unless the contrary is proved.

400Late delivery of particulars

(1)Where prescribed particulars of a charge created by a company, in the prescribed form, are delivered for registration more than 21 days after the date of the charge’s creation, section 399(1) does not apply in relation to relevant events occurring after the particulars are delivered.

(2)However, where in such a case—

(a)the company is at the date of delivery of the particulars unable to pay its debts, or subsequently becomes unable to pay its debts in consequence of the transaction under which the charge is created, and

(b)insolvency proceedings begin before the end of the relevant period beginning with the date of delivery of the particulars,

the charge is void as against the administrator or liquidator.

(3)For this purpose—

(a)the company is “unable to pay its debts” in the circumstances specified in section 123 of the Insolvency Act 1986; and

(b)the “relevant period” is—

(i)two years in the case of a floating charge created in favour of a person connected with the company (within the meaning of section 249 of that Act),

(ii)one year in the case of a floating charge created in favour of a person not so connected, and

(iii)six months in any other case.

(4)Where a relevant event occurs on the same day as the particulars are delivered, it shall be presumed to have occurred before the particulars are delivered unless the contrary is proved..

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