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The Companies (Northern Ireland) Order 1986

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PART XIIIN.I.REGISTRATION OF CHARGES

[F1Certain charges void if not registeredN.I.

402 .F2(1) Subject to the provisions of this Part, a charge created by a company and being a charge to which this Article applies is, so far as any security on the company's property or undertaking is conferred by the charge, void against the liquidator[F3 or administrator] and any creditor of the company, unless the prescribed particulars of the charge together with the instrument (if any) by which the charge is created or evidenced, are delivered to or received by the registrar for registration in the manner required by this Part, within 21 days after the date of the charge's creation.

(2) Paragraph (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 Article, the money secured by it immediately becomes payable.

F1Pt. XIII (arts. 402-417J) substituted (prosp.) for arts. 402-417 by 1990 NI10, arts.. 28-40 (never in operation; amending provisions repealed 1.10.2009 by 2006 c. 46. Sch. 16)

F2mod. by SR 2004/307

Charges which have to be registeredN.I.

403.(1) Article 402 applies to the following charges—

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

(b )F4a charge on uncalled share capital of the company,

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

(d)a charge on land (wherever situated) or any interest in it, but not including a charge for any rent or other periodical sum issuing out of land,

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

(f)a floating charge on the company's undertaking or property,

(g )F4a charge on calls made but not paid,

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

(j)a charge on goodwill,[F5 or on any intellectual property].

(2) Where a negotiable instrument has been given to secure the payment of any book debts of a company, the deposit of the instrument for the purpose of securing an advance to the company is not, for the purposes of Article 402 and this Article, to be treated as a charge on those book debts.

(3) The holding of debentures entitling the holder to a charge on land is not for the purposes of this Article deemed to be an interest in land.

[F5(3A) The following are “intellectual property” for the purposes of this Article—

F6(a)any patent, trade mark,F7. . . registered design, copyright or design right;

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

(4) In this Part, “charge” includes mortgage.

F1Pt. XIII (arts. 402-417J) substituted (prosp.) for arts. 402-417 by 1990 NI10, arts.. 28-40 (never in operation; amending provisions repealed 1.10.2009 by 2006 c. 46. Sch. 16)

F4mod. by SR 2004/307

F6mod. by 1994 c. 26

Formalities of registration (debentures)N.I.

404.(1) Where a series of debentures containing, or giving by reference to another instrument, any charge to the benefit of which the debenture holders of that series are entitled pari passu is created by a company, it is for the purposes of Article 402 sufficient if there are delivered to or received by the registrar, within 21 days after the execution of the deed containing the charge (or, if there is no such deed, after the execution of any debentures of the series), the following particulars in the prescribed form—

(a)the total amount secured by the whole series, and

(b )F8the dates of the resolutions authorising the issue of the series and the date of the covering deed (if any) by which the security is created or defined, and

(c)a general description of the property charged, and

(d)the names of the trustees (if any) of the debenture holders,

together with the deed containing the charge or, if there is no such deed, one of the debentures of the series, so, however, that there shall be sent to the registrar for entry in the register particulars in the prescribed form of the date and amount of each issue of debentures of the series, but any omission to do this does not affect the validity of any of those debentures.

(2) 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 of the 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 Article 402 shall include particulars as to the amount or rate per cent. of the commission, discount or allowance so paid or made, but omission to do this does not affect the validity of the debentures issued.

(3) The deposit of debentures as security for a debt of the company is not, for the purposes of paragraph (2), treated as the issue of the debentures at a discount.

F1Pt. XIII (arts. 402-417J) substituted (prosp.) for arts. 402-417 by 1990 NI10, arts.. 28-40 (never in operation; amending provisions repealed 1.10.2009 by 2006 c. 46. Sch. 16)

F8mod. by SR 2004/307

Verification of charge on property outside Northern IrelandN.I.

405 .F9(1) In the case of a charge created out of the United Kingdom comprising property situated outside the United Kingdom, the delivery to and the receipt by the registrar of a copy (verified in the prescribed manner) of the instrument by which the charge is created or evidenced has the same effect for the purposes of Articles 402 to 404 and this Article as the delivery and receipt of the instrument itself.

(2) In that case, 21 days after the date on which the instrument or copy could, in due course of post (and if despatched with due diligence), have been received in Northern Ireland are substituted for the 21 days mentioned in Article 402(1) (or as the case may be, Article 404(1)) as the time within which the particulars and instrument or copy are to be delivered to the registrar.

(3) Where a charge is created in the United Kingdom but comprises property outside the United Kingdom, the instrument creating or purporting to create the charge may be sent for registration under Article 402 notwithstanding that 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.

(4) Where a charge comprises property situated in Great Britain and registration in the country where the property is situated is necessary to make the charge valid or effectual according to the law of that country, the delivery to and the receipt by the registrar of a copy (verified in the prescribed manner) of the instrument by which the charge is created or evidenced, together with a certificate in the prescribed form stating that the charge was presented for registration in the country in which the property is situated on the date on which it was so presented has, for the purposes of Articles 402 to 404 and this Article, the same effect as the delivery and receipt of the instrument itself.

F1Pt. XIII (arts. 402-417J) substituted (prosp.) for arts. 402-417 by 1990 NI10, arts.. 28-40 (never in operation; amending provisions repealed 1.10.2009 by 2006 c. 46. Sch. 16)

F9mod. by SR 2004/307

Company's duty to notify registrar of charges it createsN.I.

406 .F10(1) It is a company's duty to send to the registrar for registration the particulars of every charge created by the company and of the issues of debentures of a series requiring registration under Articles 402 to 405; but registration of any such charge may be effected on the application of any person interested in it.

(2) 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 the registration.

(3) If a company fails to comply with paragraph (1), then, unless the registration has been effected on the application of some other person, the company and every officer of it who is in default is liable to a fine and, for continued contravention, to a daily default fine.

F1Pt. XIII (arts. 402-417J) substituted (prosp.) for arts. 402-417 by 1990 NI10, arts.. 28-40 (never in operation; amending provisions repealed 1.10.2009 by 2006 c. 46. Sch. 16)

F10mod. by SR 2004/307

Charges existing on property acquiredN.I.

407 .F11(1) This Article applies where a company acquires property which is subject to a charge of any such kind as would, if it had been created by the company after the acquisition of the property, have been required to be registered under this part.

(2) The company shall cause the prescribed particulars of the charge, together with a copy (certified in the prescribed manner to be a correct copy) of the instrument (if any) by which the charge was created or is evidenced, to be delivered to the registrar for registration in the manner required by this Part within 21 days after the date on which the acquisition is completed.

(3) However, if the property is situated and the charge was created outside Northern Ireland, 21 days after the date on which the copy of the instrument could in due course of post, and if despatched with due diligence, have been received in Northern Ireland is substituted for the 21 days mentioned in paragraph (2) as the time within which the particulars and copy of the instrument are to be delivered to the registrar.

(4) If default is made in complying with this Article, the company and every officer of it who is in default is liable to a fine and, for continued contravention, to a daily default fine.

F1Pt. XIII (arts. 402-417J) substituted (prosp.) for arts. 402-417 by 1990 NI10, arts.. 28-40 (never in operation; amending provisions repealed 1.10.2009 by 2006 c. 46. Sch. 16)

F11mod. by SR 2004/307

Registration of orders charging land, etc.N.I.

408.(1) Where—

(a)a charge imposed under Article 46 of the [1981 NI 6] Judgments Enforcement (Northern Ireland) Order 1981 or notice thereof is registered in the Land Registry against registered land or any estate in registered land of a company; or

(b)any such order is registered in the Registry of Deeds against any unregistered land or estate in land of a company;

the Registrar of Titles in the case of sub-paragraph (a) and the Registrar of Deeds in the case of sub-paragraph (b) shall as soon as may be cause 2 copies of the order made under Article 46 of that Order or of any notice registered under Article 48 of that order to be delivered to the registrar.

(2) The registrar shall on receipt of such copies—

(a)register one of them in accordance with the provisions of Article 409; and

(b)not later than 7 days from the date of such receipt, cause the other copy together with a certificate of registration under Article 409(3) to be sent to the company against which the judgment was given.

(3) Where any charge to which paragraph (1) applies is vacated, the Registrar of Titles or, as the case may be, the Registrar of Deeds shall cause a certified copy of the certificate of satisfaction lodged under Article 132(1) of the Judgments Enforcement (Northern Ireland) Order 1981 to be delivered to the registrar for entry of a memorandum of satisfaction pursuant to Article 411.

F1Pt. XIII (arts. 402-417J) substituted (prosp.) for arts. 402-417 by 1990 NI10, arts.. 28-40 (never in operation; amending provisions repealed 1.10.2009 by 2006 c. 46. Sch. 16)

Register of charges to be kept by registrarN.I.

409 .F12(1) The registrar shall keep, with respect to each company, a register in the prescribed form of all the charges requiring registration under this Part.

(2) He shall enter in the register with respect to such charges the following particulars—

(a)in the case of a charge to the benefit of which the holders of a series of debentures are entitled, the particulars specified in Article 404(1);

(b)in the case of a charge imposed by the Enforcement of Judgments Office under Article 46 of the Judgments Enforcement (Northern Ireland) Order 1981, the date on which the charge became effective;

(c)in the case of any other charge—

(i)if it is a charge created by the 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 of the property, and

(ii)the amount secured by the charge, and

(iii)short particulars of the property charged, and

(iv)the persons entitled to the charge.

(3) The registrar shall give a certificate of the registration of any charge registered in pursuance of this Part, stating the amount secured by the charge.

The certificate—

(a)

shall be signed by the registrar, and

(b)

is conclusive evidence that the requirements of this Part as to registration have been satisfied.

(4) The register kept in pursuance of this Article shall be open to inspection by any person.

F1Pt. XIII (arts. 402-417J) substituted (prosp.) for arts. 402-417 by 1990 NI10, arts.. 28-40 (never in operation; amending provisions repealed 1.10.2009 by 2006 c. 46. Sch. 16)

F12mod. by SR 2004/307

Endorsement of certificate on debenturesN.I.

410 .F13(1) The company shall cause a copy of every certificate of registration given under Article 409 to be endorsed on every debenture or certificate of debenture stock which is issued by the company and the payment of which is secured by the charge so registered.

(2) But this does not require a company to cause a certificate of registration of any charge so given to be endorsed on any debenture or certificate of debenture stock issued by the company before the charge was created.

(3) If a person knowingly and wilfully authorises or permits the delivery of a debenture or certificate of debenture stock which under this Article is required to have endorsed on it a copy of a certificate of registration without the copy being so endorsed upon it, he is liable (without prejudice to any other liability) to a fine.

F1Pt. XIII (arts. 402-417J) substituted (prosp.) for arts. 402-417 by 1990 NI10, arts.. 28-40 (never in operation; amending provisions repealed 1.10.2009 by 2006 c. 46. Sch. 16)

F13mod. by SR 2004/307

Entries of satisfaction and releaseN.I.

411.(1) [F14Subject to paragraph (1A), the registrar], on receipt of a statutory declaration in the prescribed form verifying, with respect to a registered charge—

(a)that the debt for which the charge was created has been paid or satisfied in whole or in part, or

(b)that part of the property or undertaking charged has been released from the charge or has ceased to form part of the company's property or undertaking,

may enter on the register a memorandum of satisfaction in whole or in part, or of the fact that part of the property or undertaking has been released from the charge or has ceased to form part of the company's property or undertaking (as the case may be).

[F14(1A )F15 The registrar may make any such entry as is mentioned in paragraph (1) where, instead of receiving such a statutory declaration as is mentioned in that paragraph, he receives a statement by a director, secretary, administrator or administrative receiver of the company which is contained in an electronic communication and that statement—

(a)verifies the matters set out in sub-paragraph (a) or (b) of that paragraph,

(b)contains a description of the charge,

(c)states the date of creation of the charge and the date of its registration under this Part,

(d)states the name and address of the chargee or, in the case of a debenture, trustee, and

(e)where sub-paragraph (b) of paragraph (1) applies, contains short particulars of the property or undertaking which has been released from the charge, or which has ceased to form part of the company's property or undertaking (as the case may be).]

(2) Where the registrar enters a memorandum of satisfaction in whole, he shall, if required, furnish the company with a copy of it.

[F14(3) Any person who makes a false statement under paragraph (1A) which he knows to be false or does not believe to be true is liable to imprisonment or a fine, or both.]

F1Pt. XIII (arts. 402-417J) substituted (prosp.) for arts. 402-417 by 1990 NI10, arts.. 28-40 (never in operation; amending provisions repealed 1.10.2009 by 2006 c. 46. Sch. 16)

F14SR 2003/3

F15mod. by SR 2004/307

Rectification of register of chargesN.I.

412.(1 )F16 This Article applies if the court is satisfied that the omission to register a charge within the time required by this Part or that the omission or mis-statement of any particular with respect to any such charge or in a memorandum of satisfaction was accidental, or due to inadvertence or to some other sufficient cause, or is not of a nature to prejudice the position of creditors or shareholders of the company, or 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 time for registration shall be extended or, as the case may be, that the omission or mis-statement shall be rectified.

F1Pt. XIII (arts. 402-417J) substituted (prosp.) for arts. 402-417 by 1990 NI10, arts.. 28-40 (never in operation; amending provisions repealed 1.10.2009 by 2006 c. 46. Sch. 16)

F16mod. by SR 2004/307

Registration of enforcement of securityN.I.

413 .F17(1) If a person obtains an order for the appointment of a receiver or manager of a company's property, or appoints such a receiver or manager under powers contained in an instrument, he shall within 7 days of the order or of the appointment under those powers, give notice of the fact to the registrar; and the registrar shall enter the fact in the register of charges.

(2) Where a person appointed receiver or manager of a company's property under powers contained in an instrument ceases to act as such receiver or manager, he shall, on so ceasing, give the registrar notice to that effect, and the registrar shall enter the fact in the register of charges.

(3) A notice under this Article shall be in the prescribed form.

(4) If a person makes default in complying with the requirements of this Article, he is liable to a fine and, for continued contravention, to a daily default fine.

F1Pt. XIII (arts. 402-417J) substituted (prosp.) for arts. 402-417 by 1990 NI10, arts.. 28-40 (never in operation; amending provisions repealed 1.10.2009 by 2006 c. 46. Sch. 16)

F17mod. by SR 2004/307

Companies to keep copies of instruments creating chargesN.I.

414 .F18(1) Every company shall cause a copy of every instrument creating a charge requiring registration under this Part, including every order or notice a copy of which has been delivered to the company under Article 408, to be kept at the same office as its register of members is kept.

(2) In the case of a series of uniform debentures, a copy of one debenture of the series is sufficient.

F1Pt. XIII (arts. 402-417J) substituted (prosp.) for arts. 402-417 by 1990 NI10, arts.. 28-40 (never in operation; amending provisions repealed 1.10.2009 by 2006 c. 46. Sch. 16)

F18mod. by SR 2004/307

Company's register of chargesN.I.

415.(1 )F19 Every limited company shall keep at the same office as its register of members is kept a register of charges and enter in it all charges specifically affecting property of the company and all floating charges on the company's undertaking or any of its property.

(2) The entry shall in each case give 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 the charge.

(3) If an officer of the company knowingly and wilfully authorises or permits the omission of any entry required to be made in pursuance of this Article, he is liable to a fine.

F1Pt. XIII (arts. 402-417J) substituted (prosp.) for arts. 402-417 by 1990 NI10, arts.. 28-40 (never in operation; amending provisions repealed 1.10.2009 by 2006 c. 46. Sch. 16)

F19mod. by SR 2004/307

Right to inspect instruments which create charges, etc.N.I.

416.(1 )F20 The copies of instruments referred to in Article 414 and the register of charges kept in pursuance of Article 415, shall be open during business hours (subject to such reasonable restrictions as the company in general meeting may impose, but so that not less than 2 hours each day are allowed for inspection) to the inspection of any creditor or member of the company without fee.

(2) The register of charges shall also be open to the inspection of any other person on payment of such fee, not exceeding 5 pence for each inspection, as the company may determine.

(3) If inspection of the copies referred to, or of the register, is refused, every officer of the company who is in default is liable to a fine and, for continued contravention, to a daily default fine.

(4) If such a refusal occurs the court may by order compel an immediate inspection of the copies or register.

F1Pt. XIII (arts. 402-417J) substituted (prosp.) for arts. 402-417 by 1990 NI10, arts.. 28-40 (never in operation; amending provisions repealed 1.10.2009 by 2006 c. 46. Sch. 16)

F20mod. by SR 2004/307

Application of this Part to companies incorporated outside Northern IrelandN.I.

417.(1) This Part extends to charges on property in Northern Ireland which are created, and to charges on property in Northern Ireland which is acquired, by a company (whether a company within the meaning of this Order or not) incorporated outside Northern Ireland which has an established place of business in Northern Ireland.

(2) In relation to such a company, Articles 414 and 415 apply with the substitution, for the reference to the office at which the register of members is kept, of a reference to the company's principal place of business in Northern Ireland.]

F1Pt. XIII (arts. 402-417J) substituted (prosp.) for arts. 402-417 by 1990 NI10, arts.. 28-40 (never in operation; amending provisions repealed 1.10.2009 by 2006 c. 46. Sch. 16)

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