Registration of charges
131.—(1) Subject to this Division, where a charge to which this section applies is created by a company there must be lodged with the Registrar in the prescribed manner for registration, within 30 days after the creation of the charge, a statement containing the prescribed particulars of the charge, and if this section is not complied with in relation to the charge the charge is, so far as any security on the company’s property or undertaking is thereby conferred, void against the liquidator and any creditor of the company.[36/2014]
(1A) In connection with the registration of a charge to which this section applies which is created by a company there must be produced to the Registrar, upon the Registrar’s request and for the purposes of inspection, at no cost to the Registrar, the instrument (if any) by which the charge is created or evidenced or a certified true copy thereof.
(2) Nothing in subsection (1) affects any contract or obligation for repayment of the money secured by a charge and when a charge becomes void under this section the money secured thereby immediately becomes payable.
(3) This section applies to the following charges that are created on or after 3 January 2016:(a)
a charge to secure any issue of debentures;
(b)
a charge on uncalled share capital of a company;
(c)
a charge on shares of a subsidiary of a company which are owned by the company;
(d)
a charge created or evidenced by an instrument which if executed by an individual, would require registration as a bill of sale;
(e)
a charge on land wherever situate or any interest therein but not including any charge for any rent or other periodical sum issuing out of land;
(f)
a charge on book debts of the company;
(g)
a floating charge on the undertaking or property of a company;
(h)
a charge on calls made but not paid;
(i)
a charge on a ship or aircraft or any share in a ship or aircraft;
(j)
a charge on goodwill, on a patent or a licence under a patent, on a trade mark or a licence to use a trademark, or on a copyright or a licence under a copyright or on a registered design or a licence to use a registered design.[36/2014]
(3AA) This section also applies to any charge that —(a)
was a charge to which this section applied under subsection (3) in force immediately before 3 January 2016; and
(b)
was created before that date.[36/2014]
(3AB) Despite subsection (3), a shipowner’s lien created by a company on or after 1 October 2018, whether as a charge on book debts of the company or a floating charge on the undertaking or property of the company, is not a charge to which this section applies.[35/2018]
(3AC) Despite subsection (3) or (3AA), a shipowner’s lien created by a company before 1 October 2018, whether as a charge on book debts of the company or a floating charge on the undertaking or property of the company, is a charge to which this section applies only if, as at that date —(a)
an order for the winding up of the company has been made;
(b)
a resolution has been passed for the voluntary winding up of the company; or
(c)
a creditor of the company has acquired a proprietary right to or an interest in the subject matter of the lien.[35/2018]
(3A) The reference to a charge on book debts in subsection (3)(f) does not include a reference to a charge on a negotiable instrument or on debentures issued by the Government.
(3B) A charge mentioned in subsection (3) does not include a charge created at any time on or after 1 May 2009 to the extent that it is capable of being registered under the International Interests in Aircraft Equipment Act 2009.[5/2009]
(3C) In subsection (3B), “registered” has the meaning given by section 2(1) of the International Interests in Aircraft Equipment Act 2009.[5/2009]
(4) Where a charge created in Singapore affects property outside Singapore, the statement containing the prescribed particulars of the charge may be lodged for registration under and in accordance with subsection (1) even though further proceedings may be necessary to make the charge valid or effectual according to the law of the place in which the property is situate.
(5) When 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 equally is created by a company, it is sufficient if there is lodged with the Registrar for registration within 30 days after the execution of the instrument containing the charge, or if there is no such instrument after the execution of the first debenture of the series, a statement containing the following particulars:(a)
the total amount secured by the whole series;
(b)
the dates of the resolutions authorising the issue of the series and the date of the covering instrument (if any) by which the security is created or defined;
(c)
a general description of the property charged;
(d)
the names of the trustee (if any) for the debenture holders.
(6) For the purposes of subsection (5), where more than one issue is made of debentures in the series, there must be lodged within 30 days after each issue particulars of the date and amount of each issue, but an omission to do so does not affect the validity of the debentures issued.
(7) Where any commission, allowance or discount has been paid or made either directly or indirectly by a company to any person in consideration of the person (whether absolutely or conditionally) subscribing or agreeing to subscribe or procuring or agreeing to procure subscriptions, whether absolute or conditional, for any debentures, the particulars required to be lodged under this section must include particulars as to the amount or rate per cent of the commission, allowance or discount so paid or made, but omission to do so does not affect the validity of the debentures issued.
(8) The deposit of any debentures as security for any debt of the company is not for the purposes of subsection (7) to be treated as the issue of the debentures at a discount.
(9) No charge or assignment to which this section applies (except a charge or assignment relating to land) need be filed or registered under any other written law.
(10) Where a charge requiring registration under this section is created before the lapse of 30 days after the creation of a prior unregistered charge, and comprises all or any part of the property comprised in the prior charge, and the subsequent charge is given as a security for the same debt as is secured by the prior charge, or any part of that debt, then to the extent to which the subsequent charge is a security for the same debt or part thereof, and so far as respects the property comprised in the prior charge, the subsequent charge is not operative and does not have any validity unless it is proved to the satisfaction of the Court that it was given in good faith for the purpose of correcting some material error in the prior charge or under other proper circumstances and not for the purposes of avoiding or evading the provisions of this Division.
(11) In this section, “shipowner’s lien” means a contractual lien on —(a)
sub‑freights;
(b)
sub‑hires; or
(c)
bill of lading freight,
created under a charter (or sub‑charter) of a ship for any amount due under the charter (or sub‑charter).
[35/2018]
—(1) Subject to this Division, where a charge to which this section applies is created by a company there must be lodged with the Registrar in the prescribed manner for registration, within 30 days after the creation of the charge, a statement containing the prescribed particulars of the charge, and if this section is not complied with in relation to the charge the charge is, so far as any security on the company’s property or undertaking is thereby conferred, void against the liquidator and any creditor of the company.[36/2014]
(1A) In connection with the registration of a charge to which this section applies which is created by a company there must be produced to the Registrar, upon the Registrar’s request and for the purposes of inspection, at no cost to the Registrar, the instrument (if any) by which the charge is created or evidenced or a certified true copy thereof.
(2) Nothing in subsection (1) affects any contract or obligation for repayment of the money secured by a charge and when a charge becomes void under this section the money secured thereby immediately becomes payable.
(3) This section applies to the following charges that are created on or after 3 January 2016:(a)
a charge to secure any issue of debentures;
(b)
a charge on uncalled share capital of a company;
(c)
a charge on shares of a subsidiary of a company which are owned by the company;
(d)
a charge created or evidenced by an instrument which if executed by an individual, would require registration as a bill of sale;
(e)
a charge on land wherever situate or any interest therein but not including any charge for any rent or other periodical sum issuing out of land;
(f)
a charge on book debts of the company;
(g)
a floating charge on the undertaking or property of a company;
(h)
a charge on calls made but not paid;
(i)
a charge on a ship or aircraft or any share in a ship or aircraft;
(j)
a charge on goodwill, on a patent or a licence under a patent, on a trade mark or a licence to use a trademark, or on a copyright or a licence under a copyright or on a registered design or a licence to use a registered design.[36/2014]
(3AA) This section also applies to any charge that —(a)
was a charge to which this section applied under subsection (3) in force immediately before 3 January 2016; and
(b)
was created before that date.[36/2014]
(3AB) Despite subsection (3), a shipowner’s lien created by a company on or after 1 October 2018, whether as a charge on book debts of the company or a floating charge on the undertaking or property of the company, is not a charge to which this section applies.[35/2018]
(3AC) Despite subsection (3) or (3AA), a shipowner’s lien created by a company before 1 October 2018, whether as a charge on book debts of the company or a floating charge on the undertaking or property of the company, is a charge to which this section applies only if, as at that date —(a)
an order for the winding up of the company has been made;
(b)
a resolution has been passed for the voluntary winding up of the company; or
(c)
a creditor of the company has acquired a proprietary right to or an interest in the subject matter of the lien.[35/2018]
(3A) The reference to a charge on book debts in subsection (3)(f) does not include a reference to a charge on a negotiable instrument or on debentures issued by the Government.
(3B) A charge mentioned in subsection (3) does not include a charge created at any time on or after 1 May 2009 to the extent that it is capable of being registered under the International Interests in Aircraft Equipment Act 2009.[5/2009]
(3C) In subsection (3B), “registered” has the meaning given by section 2(1) of the International Interests in Aircraft Equipment Act 2009.[5/2009]
(4) Where a charge created in Singapore affects property outside Singapore, the statement containing the prescribed particulars of the charge may be lodged for registration under and in accordance with subsection (1) even though further proceedings may be necessary to make the charge valid or effectual according to the law of the place in which the property is situate.
(5) When 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 equally is created by a company, it is sufficient if there is lodged with the Registrar for registration within 30 days after the execution of the instrument containing the charge, or if there is no such instrument after the execution of the first debenture of the series, a statement containing the following particulars:(a)
the total amount secured by the whole series;
(b)
the dates of the resolutions authorising the issue of the series and the date of the covering instrument (if any) by which the security is created or defined;
(c)
a general description of the property charged;
(d)
the names of the trustee (if any) for the debenture holders.
(6) For the purposes of subsection (5), where more than one issue is made of debentures in the series, there must be lodged within 30 days after each issue particulars of the date and amount of each issue, but an omission to do so does not affect the validity of the debentures issued.
(7) Where any commission, allowance or discount has been paid or made either directly or indirectly by a company to any person in consideration of the person (whether absolutely or conditionally) subscribing or agreeing to subscribe or procuring or agreeing to procure subscriptions, whether absolute or conditional, for any debentures, the particulars required to be lodged under this section must include particulars as to the amount or rate per cent of the commission, allowance or discount so paid or made, but omission to do so does not affect the validity of the debentures issued.
(8) The deposit of any debentures as security for any debt of the company is not for the purposes of subsection (7) to be treated as the issue of the debentures at a discount.
(9) No charge or assignment to which this section applies (except a charge or assignment relating to land) need be filed or registered under any other written law.
(10) Where a charge requiring registration under this section is created before the lapse of 30 days after the creation of a prior unregistered charge, and comprises all or any part of the property comprised in the prior charge, and the subsequent charge is given as a security for the same debt as is secured by the prior charge, or any part of that debt, then to the extent to which the subsequent charge is a security for the same debt or part thereof, and so far as respects the property comprised in the prior charge, the subsequent charge is not operative and does not have any validity unless it is proved to the satisfaction of the Court that it was given in good faith for the purpose of correcting some material error in the prior charge or under other proper circumstances and not for the purposes of avoiding or evading the provisions of this Division.
(11) In this section, “shipowner’s lien” means a contractual lien on —(a)
sub‑freights;
(b)
sub‑hires; or
(c)
bill of lading freight,
created under a charter (or sub‑charter) of a ship for any amount due under the charter (or sub‑charter).
[35/2018]
Duty to register charges
132.—(1) Documents and particulars required to be lodged for registration in accordance with section 131 may be lodged for registration in the prescribed manner by the company concerned or by any person interested in the documents, but if default is made in complying with that 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 $1,000 and also to a default penalty.[36/2014]
(2) Where registration is effected by some person other than the company, that person is entitled to recover from the company the amount of any fees properly paid by the person on the registration.
—(1) Documents and particulars required to be lodged for registration in accordance with section 131 may be lodged for registration in the prescribed manner by the company concerned or by any person interested in the documents, but if default is made in complying with that 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 $1,000 and also to a default penalty.[36/2014]
(2) Where registration is effected by some person other than the company, that person is entitled to recover from the company the amount of any fees properly paid by the person on the registration.
Duty of company to register charges existing on property acquired
133.—(1) Where —(a)
a company acquires any property which is subject to a charge of any such kind as would, if it had been created by the company after the acquisition of the property, have been required to be registered under this Division;
(b)
a foreign company becomes registered in Singapore and has prior to such registration created a charge which if it had been created by the company while it was registered in Singapore would have been required to be registered under this Division; or
(c)
a foreign company becomes registered in Singapore and has prior to such registration acquired property which is subject to a charge of any such kind as would if it had been created by the company after the acquisition and while it was registered in Singapore have been required to be registered under this Division,
the company must cause a statement of the prescribed particulars to be lodged with the Registrar for registration within 30 days after the date on which the acquisition is completed or the date of the registration of the company in Singapore, as the case may be.
(2) If default is made in complying with this section, the company or the foreign company and every officer of the company or foreign company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and also to a default penalty.
—(1) Where —(a)
a company acquires any property which is subject to a charge of any such kind as would, if it had been created by the company after the acquisition of the property, have been required to be registered under this Division;
(b)
a foreign company becomes registered in Singapore and has prior to such registration created a charge which if it had been created by the company while it was registered in Singapore would have been required to be registered under this Division; or
(c)
a foreign company becomes registered in Singapore and has prior to such registration acquired property which is subject to a charge of any such kind as would if it had been created by the company after the acquisition and while it was registered in Singapore have been required to be registered under this Division,
the company must cause a statement of the prescribed particulars to be lodged with the Registrar for registration within 30 days after the date on which the acquisition is completed or the date of the registration of the company in Singapore, as the case may be.
(2) If default is made in complying with this section, the company or the foreign company and every officer of the company or foreign company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and also to a default penalty.
Register of charges to be kept by Registrar
134.—(1) The Registrar must keep a register of all the charges lodged for registration under this Division and must enter in the register with respect to those charges the following particulars:(a)
in the case of a charge to the benefit of which the holders of a series of debentures are entitled — such particulars as are required to be contained in a statement furnished under section 131(5);
(b)
in the case of any other charge —(i)
if the charge is a charge created by the company, the date of its creation, and if the charge was a charge existing on property acquired by the company the date of the acquisition of the property;
(ii)
the amount secured by the charge;
(iii)
a description sufficient to identify the property charged; and
(iv)
the name of the person entitled to the charge.
(2) The Registrar must issue a notice to the company concerned of the registration of a charge and the notice is conclusive evidence that the requirements as to registration have been complied with.
(3) Upon the application of the company and payment of the prescribed fee, the Registrar must issue to the company a certificate confirming the registration of the charge and the certificate is conclusive evidence that the requirements as to registration have been complied with.
—(1) The Registrar must keep a register of all the charges lodged for registration under this Division and must enter in the register with respect to those charges the following particulars:(a)
in the case of a charge to the benefit of which the holders of a series of debentures are entitled — such particulars as are required to be contained in a statement furnished under section 131(5);
(b)
in the case of any other charge —(i)
if the charge is a charge created by the company, the date of its creation, and if the charge was a charge existing on property acquired by the company the date of the acquisition of the property;
(ii)
the amount secured by the charge;
(iii)
a description sufficient to identify the property charged; and
(iv)
the name of the person entitled to the charge.
(2) The Registrar must issue a notice to the company concerned of the registration of a charge and the notice is conclusive evidence that the requirements as to registration have been complied with.
(3) Upon the application of the company and payment of the prescribed fee, the Registrar must issue to the company a certificate confirming the registration of the charge and the certificate is conclusive evidence that the requirements as to registration have been complied with.
Endorsement of certificate of registration on debentures
135.—(1) The company must cause to be endorsed on every debenture forming one of a series of debentures, or certificate of debenture stock which is issued by the company and the payment of which is secured by a charge so registered —(a)
a copy of the notice of registration; or
(b)
a statement that the registration has been effected and the date of registration.
(2) Subsection (1) does not apply to any debenture or certificate of debenture stock which has been issued by the company before the charge was registered.
(3) Every person who knowingly and wilfully authorises or permits the delivery of any debenture or certificate of debenture stock which is not endorsed as required by this section shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000.
—(1) The company must cause to be endorsed on every debenture forming one of a series of debentures, or certificate of debenture stock which is issued by the company and the payment of which is secured by a charge so registered —(a)
a copy of the notice of registration; or
(b)
a statement that the registration has been effected and the date of registration.
(2) Subsection (1) does not apply to any debenture or certificate of debenture stock which has been issued by the company before the charge was registered.
(3) Every person who knowingly and wilfully authorises or permits the delivery of any debenture or certificate of debenture stock which is not endorsed as required by this section shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000.
Entries of satisfaction and release of property from charge
136.—(1) Where, with respect to any registered charge —(a)
the debt for which the charge was given has been paid or satisfied in whole or in part; or
(b)
the property or undertaking charged or any part thereof has been released from the charge or has ceased to form part of the company’s property or undertaking of the company concerned,
the company may lodge with the Registrar in the prescribed form a statement of satisfaction in whole or in part, or of the fact that the property or undertaking or any part thereof has been released from the charge or has ceased to form part of the company’s property or undertaking (as the case may be) and the Registrar must enter particulars of that statement in the register.
(2) The statement must be endorsed with a statement by the chargee of the payment, satisfaction, release or ceasing referred to in subsection (1) (as the case may be) and the second‑mentioned statement constitutes sufficient evidence of that payment, satisfaction, release or ceasing.
—(1) Where, with respect to any registered charge —(a)
the debt for which the charge was given has been paid or satisfied in whole or in part; or
(b)
the property or undertaking charged or any part thereof has been released from the charge or has ceased to form part of the company’s property or undertaking of the company concerned,
the company may lodge with the Registrar in the prescribed form a statement of satisfaction in whole or in part, or of the fact that the property or undertaking or any part thereof has been released from the charge or has ceased to form part of the company’s property or undertaking (as the case may be) and the Registrar must enter particulars of that statement in the register.
(2) The statement must be endorsed with a statement by the chargee of the payment, satisfaction, release or ceasing referred to in subsection (1) (as the case may be) and the second‑mentioned statement constitutes sufficient evidence of that payment, satisfaction, release or ceasing.
Extension of time and rectification of register of charges
137. The Court, on being satisfied that the omission to register a charge (whether under this or any corresponding previous written law) within the time required or that the omission or mis‑statement of any particular with respect to any such charge or in a statement of satisfaction was accidental or due to inadvertence or to some other sufficient cause or is not of a nature to prejudice the position of creditors or shareholders or that on other grounds it is just and equitable to grant relief, may on the application of the company or any person interested and on such terms and conditions as seem to the Court just and expedient (including a term or condition that the extension or rectification is to be without prejudice to any liability already incurred by the company or any of its officers in respect of the default) order that the time for registration be extended or that the omission or mis‑statement be rectified.
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.
Documents made out of Singapore
139. Where under this Division an instrument, deed, statement or other document is required to be lodged with the Registrar within a specified time, the time so specified is, by force of this section, in relation to an instrument, deed, statement or other document executed or made in a place out of Singapore, extended by 7 days or such further periods as the Registrar may from time to time allow.
Charges, etc., created before 29 December 1967
140. Except as is otherwise expressly provided, this Division applies to any charge that on 29 December 1967 was registrable under any of the repealed written laws but which at that date was not registered under any of those laws.
Application of Division
141. A reference in this Division to a company includes a reference to a foreign company if, and only if, it is registered under Division 2 of Part 11, but nothing in this Division applies to a charge on property outside Singapore of such foreign company.[36/2014]
Source: Singapore Statutes Online (Attorney-General's Chambers), © Government of Singapore.
