Companies Act 1967 - Singapore Statutes Online

Duty of company to register pre‑existing charges

363.—(1) If, before the registration of a foreign corporate entity, there are any charges, whether created by the foreign corporate entity or otherwise, which would have been required to be registered under Division 8 of Part 4 if the foreign corporate entity had been incorporated as a company under this Act, there must be lodged with the Registrar in the prescribed manner for registration, within 30 days after the date of registration of the company, a statement containing the prescribed particulars of the charge.

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(2) Documents and particulars required to be lodged for registration under subsection (1) may be lodged by the company concerned or by any person interested in the documents.

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(3) Where registration under subsection (1) is effected by some person other than the company concerned, that person is entitled to recover from the company the amount of any fees properly paid by the person for the registration.

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(4) If default is made in complying with subsection (1), the company and every officer of the company who is in default shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $1,000 and also to a default penalty.

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(5) To avoid doubt, a failure to comply with subsection (1) does not affect the continuity of status, operation or effect of any security, right, priority or obligation of the charge.

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(6) The Court, on being satisfied —

(a)	that the omission to register a charge requiring registration under subsection (1), or that the omission or mis‑statement of any particular with respect to such charge, 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
(b)	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 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.

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(7) In respect of any charge that is required to be lodged under subsection (1), sections 134, 135, 136 and 138 apply as if the charge were a charge to which Division 8 of Part 4 applied.

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