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Companies Act 2006

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This is the original version (as it was originally enacted).

Requirement to register company charges

860Charges created by a company

(1)A company that creates a charge to which this section applies must deliver the prescribed particulars of the charge, together with the instrument (if any) by which the charge is created or evidenced, to the registrar for registration before the end of the period allowed for registration.

(2)Registration of a charge to which this section applies may instead be effected on the application of a person interested in it.

(3)Where registration is effected on the application of some person other than the company, that person is entitled to recover from the company the amount of any fees properly paid by him to the registrar on registration.

(4)If a company fails to comply with subsection (1), an offence is committed by—

(a)the company, and

(b)every officer of it who is in default.

(5)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.

(6)Subsection (4) does not apply if registration of the charge has been effected on the application of some other person.

(7)This section applies to the following charges—

(a)a charge on land or any interest in land, other than a charge for any rent or other periodical sum issuing out of land,

(b)a charge created or evidenced by an instrument which, if executed by an individual, would require registration as a bill of sale,

(c)a charge for the purposes of securing any issue of debentures,

(d)a charge on uncalled share capital of the company,

(e)a charge on calls made but not paid,

(f)a charge on book debts of the company,

(g)a floating charge on the company’s property or undertaking,

(h)a charge on a ship or aircraft, or any share in a ship,

(i)a charge on goodwill or on any intellectual property.

861Charges which have to be registered: supplementary

(1)The holding of debentures entitling the holder to a charge on land is not, for the purposes of section 860(7)(a), an interest in the land.

(2)It is immaterial for the purposes of this Chapter where land subject to a charge is situated.

(3)The deposit by way of security of a negotiable instrument given to secure the payment of book debts is not, for the purposes of section 860(7)(f), a charge on those book debts.

(4)For the purposes of section 860(7)(i), “intellectual property” means—

(a)any patent, trade mark, registered design, copyright or design right;

(b)any licence under or in respect of any such right.

(5)In this Chapter—

  • “charge” includes mortgage, and

  • “company” means a company registered in England and Wales or in Northern Ireland.

862Charges existing on property acquired

(1)This section applies where a company acquires property which is subject to a charge of a kind which would, if it had been created by the company after the acquisition of the property, have been required to be registered under this Chapter.

(2)The company must deliver the prescribed particulars of the charge, together with a certified copy of the instrument (if any) by which the charge is created or evidenced, to the registrar for registration.

(3)Subsection (2) must be complied with before the end of the period allowed for registration.

(4)If default is made in complying with this section, an offence is committed by—

(a)the company, and

(b)every officer of it who is in default.

(5)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.

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