The Companies (No. 2) (Northern Ireland) Order 1990

Article 41.

SCHEDULE 1CHARGES ON PROPERTY OF COMPANIES INCORPORATED OUTSIDE NORTHERN IRELAND

The following provisions are inserted in Part XXIII of the Companies Order—

“CHAPTER IIIREGISTRATION OF CHARGES

Introductory provisions

652A.—(1) The provisions of this Chapter have effect for securing the registration in Northern Ireland of charges on the property of a registered Part XXIII company.

(2) Article 402(2) and (3) (meaning of “charge” and “property”) have effect for the purposes of this Chapter.

(3) A “registered Part XXIII company” means a Part XXIII company which has duly delivered documents to the registrar under Article 641 and has not subsequently given notice to him under Article 646 that it has ceased to have an established place of business in Northern Ireland.

(4) References in this Chapter to registration, in relation to a charge, are to registration in the register kept by the registrar under this Chapter.

Charges requiring registration

652B.—(1) The charges requiring registration under this Chapter are those which if created by a company registered in Northern Ireland would require registration under Part XIII.

(2) Whether a charge is one requiring registration under this Chapter shall be determined—

(a)in the case of a charge over property of a company at the date it delivers documents for registration under Article 641, as at that date,

(b)in the case of a charge created by a registered Part XXIII company, as at the date the charge is created, and

(c)in the case of a charge over property acquired by a registered Part XXIII company, as at the date of the acquisition.

(3) In the following provisions of this Chapter references to a charge are, unless the context otherwise requires, to a charge requiring registration under this Chapter.

Where a charge not otherwise requiring registration relates to property by virtue of which it requires to be registered and to other property, the references are to the charge so far as it relates to property of the former description.

The register

652C.—(1) The registrar shall keep for each registered Part XXIII company a register, in such form as he thinks fit, of charges on property of the company.

(2) The register shall consist of a file containing with respect to each such charge the particulars and other information delivered to the registrar under or by virtue of the following provisions of this Chapter.

(3) Article 404(3) to (5) (registrar’s certificate as to date of delivery of particulars) applies in relation to the delivery of any particulars or other information under this Chapter.

Company’s duty to deliver particulars of charges for registration

652D.—(1) If when a Part XXIII company delivers documents for registration under Article 641 any of its property is situated in Northern Ireland and subject to a charge, it is the company’s duty at the same time to deliver the prescribed particulars of the charge, in the prescribed form, to the registrar for registration.

(2) Where a registered Part XXIII company—

(a)creates a charge on property situated in Northern Ireland, or

(b)acquires property which is situated in Northern Ireland and subject to a charge,

it is the company’s duty to deliver the prescribed particulars of the charge, in the prescribed form, to the registrar for registration within 21 days after the date of the charge’s creation or, as the case may be, the date of the acquisition.

This paragraph does not apply if the property subject to the charge is at the end of that period no longer situated in Northern Ireland.

(3) Where the preceding paragraphs do not apply and property of a registered Part XXIII company is for a continuous period of four months situated in Northern Ireland and subject to a charge, it is the company’s duty before the end of that period to deliver the prescribed particulars of the charge, in the prescribed form, to the registrar for registration.

(4) Particulars of a charge required to be delivered under paragraph (1), (2) or (3) may be delivered for registration by any person interested in the charge.

(5) If a company fails to comply with paragraph (1), (2) or (3), then, unless particulars of the charge have been delivered for registration by another person, the company and every officer of it who is in default is liable to a fine.

(6) Article 405(2), (4) and (5) (recovery of fees paid in connection with registration, filing of particulars in register and sending a copy of particulars filed and note as to date) apply in relation to particulars delivered under this Chapter.

Effect of failure to deliver particulars, late delivery and effect of errors and omissions

652E.—(1) The following provisions of Part XIII—

(a)Article 406 (effect of failure to deliver particulars),

(b)Article 407 (late delivery of particulars), and

(c)Article 409 (effect of errors and omissions in particulars delivered),

apply, with the following modifications, in relation to a charge created by a registered Part XXIII company of which particulars are required to be delivered under this Chapter.

(2) Those provisions do not apply to a charge of which particulars are required to be delivered under Article 652D(1) (charges existing when company delivers documents under Article 641).

(3) In relation to a charge of which particulars are required to be delivered under Article 652D(3) (charges registrable by virtue of property being within Northern Ireland for requisite period), the references to the period of 21 days after the charge’s creation shall be construed as references to the period of four months referred to in that paragraph.

Delivery of further particulars or memorandum

652F.  Articles 408 and 410 (delivery of further particulars and memorandum of charge ceasing to affect company’s property) apply in relation to a charge of which particulars have been delivered under this Chapter.

Further provisions with respect to voidness of charges

652G.—(1) The following provisions of Part XIII apply in relation to the voidness of a charge by virtue of this Chapter—

(a)Article 411 (exclusion of voidness as against unregistered charges),

(b)Article 412 (restrictions on cases in which charge is void),

(c)Article 413 (effect of exercise of power of sale), and

(d)Article 414 (effect of voidness on obligation secured).

(2) In relation to a charge of which particulars are required to be delivered under Article 652D(3) (charges registrable by virtue of property being within Northern Ireland for requisite period), the reference in Article 411 to the period of 21 days after the charge’s creation shall be construed as a reference to the period of four months referred to in that paragraph.

Additional information to be registered

652H.—(1) Article 415 (particulars of taking up of issue of debentures) applies in relation to a charge of which particulars have been delivered under this Chapter.

(2) Article 416 (notice of appointment of receiver or manager) applies in relation to the appointment of a receiver or manager of property of a registered Part XXIII company.

(3) Regulations under Article 417 (notice of crystallisation of floating charge, &c.) may apply in relation to a charge of which particulars have been delivered under this Chapter; but subject to such exceptions, adaptations and modifications as may be specified in the regulations.

Copies of instruments and register to be kept by company

652I.—(1) Articles 417A and 417B (copies of instruments and register to be kept by company) apply in relation to a registered Part XXIII company and any charge over property of the company situated in Northern Ireland.

(2) They apply to any charge, whether or not particulars are required to be delivered to the registrar.

(3) In relation to such a company the references to the company’s registered office shall be construed as references to its principal place of business in Northern Ireland.

Power to make further provision by regulations

652J.—(1) The Department may by regulations make further provision as to the application of the provisions of this Chapter, or the provisions of Part XIII applied by this Chapter, in relation to charges of any description specified in the regulations.

(2) The regulations may apply any provisions of regulations made under Article 417C (power to make further provision with respect to application of Part XIII) or make any provision which may be made under that Article with respect to the application of provisions of Part XIII.

Provisions as to situation of property

652K.—(1) The following provisions apply for determining for the purposes of this Chapter whether a vehicle which is the property of a Part XXIII company is situated in Northern Ireland—

(a)a ship or hovercraft shall be regarded as situated in Northern Ireland if, and only if, it is registered in Northern Ireland;

(b)any other description of vehicle shall be regarded as situated in Northern Ireland on a day if, and only if, at any time on that day the management of the vehicle is directed from a place of business of the company in Northern Ireland.

(2) For the purposes of this Chapter as it applies to a charge on future property, the subject-matter of the charge shall be treated as situated in Northern Ireland unless it relates exclusively to property of a kind which cannot, after being acquired or coming into existence, be situated in Northern Ireland.

Other supplementary provisions

652L.  The following provisions of Part XIII apply for the purposes of this Chapter—

(a)Article 417D (construction of references to date of creation of charge),

(b)Article 417E (prescribed particulars and related expressions),

(c)Article 417F (notice of matters disclosed on the register),

(d)Artidle 417G (power of court to dispense with signature),

(e)Article 417H (regulations), and

(f)Article 417I (minor definitions).

Index of defined expressions

652M.  The following Table shows the provisions of this Chapter and Part XIII defining or otherwise explaining expressions used in this Chapter (other than expressions used only in the same Article)—