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

PART 3 U.K. REGISTRATION OF CHARGES

Introduction U.K.

Application and interpretation of Part U.K.

8.—(1) This Part applies to an overseas company that is registered (as defined below).

(2) For the purposes of this Part—

(a) an overseas company becomes registered when it complies with Part 2 (initial registration of particulars) of the Overseas Companies Regulations 2009 M1 in respect of one or more UK establishments and those particulars are registered, and

(b) an overseas company ceases to be registered when it gives notice under regulation 77 (notice of closure of UK establishment) of those regulations in respect of all its UK establishments and that notice is registered.

(3) For the purposes of this Part the particulars and notice referred to in paragraph (2) are not treated as registered unless and until they are on the register and accordingly available for public inspection.

(4) In this Part “charge”—

(a) in England and Wales and Northern Ireland, includes a mortgage;

(b) in Scotland, includes any right in security.

F1 (5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F1 Reg. 8(5) omitted (coming into force in accordance with reg. 1(3) of the amending S.I.) by virtue of The Overseas Companies (Execution of Documents and Registration of Charges) (Amendment) Regulations 2011 (S.I. 2011/2194), regs. 1(2), 2(2)

Marginal Citations

M1 S.I. 2009/1801.

Charges requiring registration U.K.

Charges requiring registration U.K.

F2 9.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F2 Regs. 9-22 omitted (coming into force in accordance with reg. 1(3) of the amending S.I.) by virtue of The Overseas Companies (Execution of Documents and Registration of Charges) (Amendment) Regulations 2011 (S.I. 2011/2194), regs. 1(2), 2(3)

Duty to deliver particulars of charge etc for registration U.K.

F2 10.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F2 Regs. 9-22 omitted (coming into force in accordance with reg. 1(3) of the amending S.I.) by virtue of The Overseas Companies (Execution of Documents and Registration of Charges) (Amendment) Regulations 2011 (S.I. 2011/2194), regs. 1(2), 2(3)

The required particulars U.K.

F2 11.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F2 Regs. 9-22 omitted (coming into force in accordance with reg. 1(3) of the amending S.I.) by virtue of The Overseas Companies (Execution of Documents and Registration of Charges) (Amendment) Regulations 2011 (S.I. 2011/2194), regs. 1(2), 2(3)

The period allowed for registration U.K.

F2 12.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F2 Regs. 9-22 omitted (coming into force in accordance with reg. 1(3) of the amending S.I.) by virtue of The Overseas Companies (Execution of Documents and Registration of Charges) (Amendment) Regulations 2011 (S.I. 2011/2194), regs. 1(2), 2(3)

Charge by way of ex facie absolute disposition U.K.

F2 13.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F2 Regs. 9-22 omitted (coming into force in accordance with reg. 1(3) of the amending S.I.) by virtue of The Overseas Companies (Execution of Documents and Registration of Charges) (Amendment) Regulations 2011 (S.I. 2011/2194), regs. 1(2), 2(3)

Special rules for debentures U.K.

Special rules about debentures: charge in series of debentures U.K.

F2 14.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F2 Regs. 9-22 omitted (coming into force in accordance with reg. 1(3) of the amending S.I.) by virtue of The Overseas Companies (Execution of Documents and Registration of Charges) (Amendment) Regulations 2011 (S.I. 2011/2194), regs. 1(2), 2(3)

Special rules about debentures: additional registration requirement for commission etc U.K.

F2 15.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F2 Regs. 9-22 omitted (coming into force in accordance with reg. 1(3) of the amending S.I.) by virtue of The Overseas Companies (Execution of Documents and Registration of Charges) (Amendment) Regulations 2011 (S.I. 2011/2194), regs. 1(2), 2(3)

Special rules about debentures: period allowed for registration U.K.

F2 16.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F2 Regs. 9-22 omitted (coming into force in accordance with reg. 1(3) of the amending S.I.) by virtue of The Overseas Companies (Execution of Documents and Registration of Charges) (Amendment) Regulations 2011 (S.I. 2011/2194), regs. 1(2), 2(3)

Special rules about debentures: endorsement of certificate on debentures U.K.

F2 17.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F2 Regs. 9-22 omitted (coming into force in accordance with reg. 1(3) of the amending S.I.) by virtue of The Overseas Companies (Execution of Documents and Registration of Charges) (Amendment) Regulations 2011 (S.I. 2011/2194), regs. 1(2), 2(3)

The register of charges U.K.

The register of charges U.K.

F2 18.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F2 Regs. 9-22 omitted (coming into force in accordance with reg. 1(3) of the amending S.I.) by virtue of The Overseas Companies (Execution of Documents and Registration of Charges) (Amendment) Regulations 2011 (S.I. 2011/2194), regs. 1(2), 2(3)

Consequences of failure to register U.K.

F2 19.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F2 Regs. 9-22 omitted (coming into force in accordance with reg. 1(3) of the amending S.I.) by virtue of The Overseas Companies (Execution of Documents and Registration of Charges) (Amendment) Regulations 2011 (S.I. 2011/2194), regs. 1(2), 2(3)

Registration of enforcement of security U.K.

F2 20.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F2 Regs. 9-22 omitted (coming into force in accordance with reg. 1(3) of the amending S.I.) by virtue of The Overseas Companies (Execution of Documents and Registration of Charges) (Amendment) Regulations 2011 (S.I. 2011/2194), regs. 1(2), 2(3)

Entries of satisfaction and release U.K.

F2 21.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F2 Regs. 9-22 omitted (coming into force in accordance with reg. 1(3) of the amending S.I.) by virtue of The Overseas Companies (Execution of Documents and Registration of Charges) (Amendment) Regulations 2011 (S.I. 2011/2194), regs. 1(2), 2(3)

Rectification of register of charges U.K.

F2 22.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F2 Regs. 9-22 omitted (coming into force in accordance with reg. 1(3) of the amending S.I.) by virtue of The Overseas Companies (Execution of Documents and Registration of Charges) (Amendment) Regulations 2011 (S.I. 2011/2194), regs. 1(2), 2(3)

Companies' records and register U.K.

Companies to keep available for inspection copies of instruments creating charges U.K.

23.—(1) A company to which this Part applies must keep available for inspection a copy of every instrument creating a charge [F3 referred to in regulation 24(1)].

F4 (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F3 Words in reg. 23(1) substituted (coming into force in accordance with reg. 1(3) of the amending S.I.) by The Overseas Companies (Execution of Documents and Registration of Charges) (Amendment) Regulations 2011 (S.I. 2011/2194), regs. 1(2), 2(4)(a)

F4 Reg. 23(2) omitted (coming into force in accordance with reg. 1(3) of the amending S.I.) by virtue of The Overseas Companies (Execution of Documents and Registration of Charges) (Amendment) Regulations 2011 (S.I. 2011/2194), regs. 1(2), 2(4)(b)

Company's register of charges U.K.

24.— [F5 (1) Every company to which this Part applies must keep available for inspection a register of charges and must, as soon as practicable and in any event within 21 days of the creation of the charge, enter in it—

(a) any charge on land situated in the United Kingdom or any interest in such land;

(b) any charge on ships, aircraft or intellectual property registered in the United Kingdom; and

(c) any floating charge 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 [F6 , land or undertaking] charged, the amount of the charge and, except in the cases of securities to bearer, the names of the persons entitled to it.

[F7 (2A) Paragraph (1)(c) does not apply to a floating charge which expressly excludes all property or undertaking of the company situated in the United Kingdom or which purports to be a fixed charge.

(2B) A charge on land, for the purposes of this regulation, includes a charge created by a heritable security within the meaning of section 9(8) of the Conveyancing and Feudal Reform (Scotland) Act 1970.

(2C) The holding of debentures entitling the holder to a charge on land is not, for the purposes of this regulation, an interest in land.]

(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.

Textual Amendments

F5 Reg. 24(1) substituted (coming into force in accordance with reg. 1(3) of the amending S.I.) by The Overseas Companies (Execution of Documents and Registration of Charges) (Amendment) Regulations 2011 (S.I. 2011/2194), regs. 1(2), 2(5)(a)

F6 Words in reg. 24(2) inserted (coming into force in accordance with reg. 1(3) of the amending S.I.) by The Overseas Companies (Execution of Documents and Registration of Charges) (Amendment) Regulations 2011 (S.I. 2011/2194), regs. 1(2), 2(5)(b)

F7 Reg. 24(2A)-(2C) inserted (coming into force in accordance with reg. 1(3) of the amending S.I.) by The Overseas Companies (Execution of Documents and Registration of Charges) (Amendment) Regulations 2011 (S.I. 2011/2194), regs. 1(2), 2(5)(c)

Copies of instruments and company's register of charges to be available for inspection U.K.

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 [F8 21] days of the first [F9 entry on the register] of a charge under [F10 regulation 24(1)], 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.

Textual Amendments

F8 Word in reg. 25(3)(a) substituted (coming into force in accordance with reg. 1(3) of the amending S.I.) by The Overseas Companies (Execution of Documents and Registration of Charges) (Amendment) Regulations 2011 (S.I. 2011/2194), regs. 1(2), 2(6)(a) (with reg. 3)

F9 Words in reg. 25(3)(a) substituted (coming into force in accordance with reg. 1(3) of the amending S.I.) by The Overseas Companies (Execution of Documents and Registration of Charges) (Amendment) Regulations 2011 (S.I. 2011/2194), regs. 1(2), 2(6)(b) (with reg. 3)

F10 Words in reg. 25(3)(a) substituted (coming into force in accordance with reg. 1(3) of the amending S.I.) by The Overseas Companies (Execution of Documents and Registration of Charges) (Amendment) Regulations 2011 (S.I. 2011/2194), regs. 1(2), 2(6)(c) (with reg. 3)

Exercise of right of inspection U.K.

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 [F11 documents and register] 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.

Textual Amendments

F11 Words in reg. 26(3) substituted (coming into force in accordance with reg. 1(3) of the amending S.I.) by The Overseas Companies (Execution of Documents and Registration of Charges) (Amendment) Regulations 2011 (S.I. 2011/2194), regs. 1(2), 2(7)

[F12 Inspection by electronic means U.K.

26A.   Where the company and the person agree, the inspection referred to in regulation 26 may be carried out by electronic means.]

Textual Amendments

F12 Reg. 26A inserted (coming into force in accordance with reg. 1(3) of the amending S.I.) by The Overseas Companies (Execution of Documents and Registration of Charges) (Amendment) Regulations 2011 (S.I. 2011/2194), regs. 1(2), 2(8)

Supplementary provisions U.K.

Delivery of documents in language other than English U.K.

F13 27.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F13 Reg. 27 omitted (coming into force in accordance with reg. 1(3) of the amending S.I.) by virtue of The Overseas Companies (Execution of Documents and Registration of Charges) (Amendment) Regulations 2011 (S.I. 2011/2194), regs. 1(2), 2(9)

Transitional provisions and savings U.K.

28.  The Schedule to these Regulations contains transitional provisions and savings.