248
for "England"
for "Act
do.
from "Act" "for" "England"
Payment
of certain debts out of assets aubject to Boating charge in priority to claims under the charge. 19 & 20 Geo.
5, c. 23, 8. 78.
Registration of charges created by companies registered
in the Colony.
19 & 20 Geo, 5, c. 23, *. 79.
#
for "Out" "within 21 days" See No. 59 of 1911, 5.95.
for "United Kingdom".
30
78.—(1) Where, in the case of a company registered in this Colony, either a receiver is appointed on behalf of the holders of any debentures of the company secured by a floating charge, or possession is taken by or on behalf of those debenture bolders of any property comprised in or subject to the charge, then, if the company is not at the time in course of being wound up, the debts, which in every winding-up are under the provisions of Part V of this Ordinance relating to preferential payments to be paid in priority to all other debts, shall be paid out of any assets coming to the hands of the receiver or other person taking possession as aforesaid in priority to any claim for principal or interest in respect of the debentures
(2) The period of time mentioned in the said provi sions of Part V of this Ordinance shall be reckoned from the date of the appointment of the receiver or of possession being taken as aforesaid, as the case may be.
(3) Any payments made under this section shall be recouped as far as may be out of the assets of the company available for payment of general credi tors.
PART III.
REGISTRATION OF CHARGES.
Registration of Charges with Registrar of Companies,
79.-(1) Subject to the provisions of this Part of this Ordinance, every charge created after the fixed date by a company registered in the Colony and being charge to which this section applies shall, so far as any security on the company's property or undertaking is conferred thereby, be void against the liquidator 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 of companies for registration in manner required by this Ordinance within five weeks after the date of its creation, but without prejudice to any contract or obligation for repayment of the money thereby secured, and when a charge becomes void under this section the money secured thereby shall immediately become payable.
-
(2) This section applies to the following charges :-
(a) a charge for the purpose of securing any issue
of debentures;
(b) a charge on uncalled share capital of the
company;
(c) a charge created or evidenced by an instru- ment which, if executed by an individual, would require registration as a bill of sale;
(d) a charge on land, wherever situate, or any
interest therein;
(e) a charge on book debts of the company;
(f) a floating charge on the undertaking r
property of the company;
(g) a charge on calls made but not paid;
(h) a charge on a ship or any share in a ship;
(i) a charge on goodwill, on a patent or a licence under a patent, on a trademark or on a copyright or a licence under a copyright.
(3) In the case of a charge created out of tha Colony (or, in the case of a China company, created outside the district of the British Consulate of Shang- hai comprising solely property situate outside the
31
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Colony (or, in the case of a China company, outside the said district) the delivery to and the receipt by the re- gistrar of a copy verified in the prescribed manner of the instrument by which the charge is created or evidenced, shall have the same effect for the purposes of this section as the delivery and receipt of the instrument itself, and five weeks 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 the Colony (or Shanghai, in the case of a China company) shall be substituted for five weeks after the date of the creation of the charge, as the time within which the particulars and instrument or copy are to be delivered to the registrar.
(4) Where a charge is created in the Colony but comprises property outside the Colony for where, in the case of a China company, it is created within the limits of the China Orders, ju Council but comprises property outside the said limits) the instrument creating or purporting to create the charge may be sent for registration under this section 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 situate.
(5) Where a negotiable instrument has been given to secure the payment of any book debts of a com. pany the deposit of the instrument for the purpose of securing an advance to the company shall not for the purposes of this section be treated as a charge on those book debts.
(6) The holding of debentures entitling the holder to a charge on land shall not for the purposes of this section be deemed to be an interest in land.
(7) Where a series of debentures containing, or giving by reference to any other instrument, any charge to the benefit of which the debenture holders of that series are entitled pari passu is created by a company, it shall for the purposes of this section be sufficient if there are delivered to or received by the registrar within five weeks 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 :—
(a) the total amount secured by the whole series,
and
(b) the 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, for the
debenture holders;
together with the deed containing the charge, or, if there is no such deed, one of the debentures of the series:
Provided that, where more than one issue is made of debentures in the series, there shall be sent to the registrar for entry in the register particulars of the date and amount of each issue, but an omission to do this shall not affect the validity of the deben- tures issued.
(8) Where any commission, allowance, or discount has been paid or made either directly or indirectly by a company to any person in consideration of his subscribing or agreeing to subscribe, whether absolute- ly or conditionally, for any debentures of the company. or procuring or agreeing to procure subscriptions, whether absolute or conditional, for any such deben- tures, the particulars required to be sent for registration under this section shall include particulars as to the amount or rate per cent, of the commission, discount,
249
for "United Kingdom"
from "21 days" for "United Kingdom" for "21 days"
for "United Kingdom"
do.
Sub-section relating to
Scotland etc., omitted.
for "21 days"
+