§ 138 — Company to keep copies of charging instruments and register of charges

138.—(1) Every company must cause the instrument creating any charge requiring registration under this Division or a copy thereof to be kept at the registered office of the company for as long as the charge to which the instrument relates remains in force, but in the case of a series of debentures the keeping of a copy of one debenture of the series is sufficient for the purposes of this subsection.[36/2014]

(1A) An instrument creating any charge or a copy thereof, or a copy of the series of debentures, as the case may be, that is required to be kept under subsection (1) —(a)

is deemed to form part of the records that are required to be kept under section 199(1); and

(b)

for the purposes of section 199(2), must be retained by the company for a period of 5 years after —(i)

the date the debt for which the charge was given was paid or satisfied in whole;

(ii)

the date the property or undertaking charged was released or ceased to form part of the company’s property or undertaking; or

(iii)

where both of the events referred to in sub‑paragraphs (i) and (ii) occur in any particular case, the later of the dates.[36/2014]

(2) Every company must keep at the registered office of the company a register of charges and enter therein all charges specifically affecting property of the company and all floating charges on the undertaking or any property of the company, giving in each case 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 thereto.

(3) The instruments or copies thereof and the register of charges kept pursuant to this section must be open to the inspection of any creditor or member of the company without fee, and the register of charges must also be open to the inspection of any other person on payment of such fee not exceeding $2 for each inspection as is fixed by the company.

(3A) Any person may, on application to a company and on payment of a fee, not exceeding $1 for every page or part thereof, be furnished with a copy of any instrument or debenture kept by the company pursuant to this section within 3 days of the person making the application.

(4) If default is made in complying with this section, the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 and also to a default penalty.

—(1) Every company must cause the instrument creating any charge requiring registration under this Division or a copy thereof to be kept at the registered office of the company for as long as the charge to which the instrument relates remains in force, but in the case of a series of debentures the keeping of a copy of one debenture of the series is sufficient for the purposes of this subsection.[36/2014]

(1A) An instrument creating any charge or a copy thereof, or a copy of the series of debentures, as the case may be, that is required to be kept under subsection (1) —(a)

is deemed to form part of the records that are required to be kept under section 199(1); and

(b)

for the purposes of section 199(2), must be retained by the company for a period of 5 years after —(i)

the date the debt for which the charge was given was paid or satisfied in whole;

(ii)

the date the property or undertaking charged was released or ceased to form part of the company’s property or undertaking; or

(iii)

where both of the events referred to in sub‑paragraphs (i) and (ii) occur in any particular case, the later of the dates.[36/2014]

(2) Every company must keep at the registered office of the company a register of charges and enter therein all charges specifically affecting property of the company and all floating charges on the undertaking or any property of the company, giving in each case 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 thereto.

(3) The instruments or copies thereof and the register of charges kept pursuant to this section must be open to the inspection of any creditor or member of the company without fee, and the register of charges must also be open to the inspection of any other person on payment of such fee not exceeding $2 for each inspection as is fixed by the company.

(3A) Any person may, on application to a company and on payment of a fee, not exceeding $1 for every page or part thereof, be furnished with a copy of any instrument or debenture kept by the company pursuant to this section within 3 days of the person making the application.

(4) If default is made in complying with this section, the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 and also to a default penalty.