The Overseas Companies (Execution of Documents and Registration of Charges) Regulations 2009

Companies’ records and register

Companies to keep available for inspection copies of instruments creating charges

23.—(1) A company to which this Part applies must keep available for inspection a copy of every instrument creating a charge requiring registration under this Part.

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

Company’s register of charges

24.—(1) Every company to which this Part applies must keep available for inspection a register of charges and must enter in it—

(a) all charges specifically affecting property of the company situated in the United Kingdom, and

(b) all floating charges on the whole or part of the company’s property or undertaking situated in the United Kingdom.

(2) The entry must in each case give a short description of the property charged, the amount of the charge and, except in the cases of securities to bearer, the names of the persons entitled to it.

(3) An officer of the company who knowingly and wilfully authorises or permits the omission of an entry required to be made in pursuance of this regulation commits an offence.

(4) A person guilty of an offence under this regulation is liable—

(a) on conviction on indictment, to a fine;

(b) on summary conviction, to a fine not exceeding the statutory maximum.

Copies of instruments and company’s register of charges to be available for inspection

25.—(1) This regulation applies to—

(a) documents required to be kept available for inspection under regulation 23 (copies of instruments creating charges), and

(b) a company’s register of charges kept in pursuance of regulation 24.

(2) The documents and register must be kept available for inspection at a location in the United Kingdom at which the company carries on business notified to the registrar in accordance with paragraph (3).

(3) The company must give notice to the registrar—

(a) of the place at which the documents and register are kept available for inspection, within 14 days of the first registration of a charge under this Part, and

(b) of any change in that place, within 14 days of any such change.

(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 £3.50 for each hour or part of an hour during which the right of inspection is exercised.

(5) If default is made in complying with paragraph (3) or an inspection required under paragraph (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 regulation 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 paragraph (4) is refused the court may by order compel an immediate inspection.

Exercise of right of inspection

26.—(1) A company to which this Part applies shall make the documents and register referred to in regulation 25 available for inspection by a person on a day which has been specified by that person (“the specified day”) provided that—

(a) the specified day is a working day; and

(b) that person gives the company the required notice of the specified day.

(2) The required notice is at least 10 working days’ notice of the specified day.

(3) When a person gives notice of the specified day he shall also give notice of the time on that day at which he wishes to start the inspection (which shall be any time between 9 am and 3 pm) and the company shall make its company records available for inspection by that person for a period of at least 2 hours beginning with that time.

(4) A company that fails to comply with this regulation is treated as having refused inspection.