Companies Act - Singapore Statutes Online

Registration of charges

131.—(1) Subject to this Division, where a charge to which this section applies is created by a company there shall 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 shall, so far as any security on the company’s property or undertaking is thereby conferred, be void against the liquidator and any creditor of the company.

[13/87; 12/2002]

[Act 36 of 2014 wef 03/01/2016]

(1A) In connection with the registration of a charge to which this section applies which is created by a company there shall 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.

[13/87; 12/2002]

(2) Nothing in subsection (1) shall prejudice 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 shall immediately become payable.

(3) This section applies to the following charges that are created on or after the date of commencement of section 63 of the Companies (Amendment) Act 2014:

(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; [Act 36 of 2014 wef 03/01/2016]
(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; [Act 36 of 2014 wef 03/01/2016]
(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; and
(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. [Act 36 of 2014 wef 03/01/2016]

(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 the date of commencement of section 63 of the Companies (Amendment) Act 2014; and
(b)	was created before that date. [Act 36 of 2014 wef 03/01/2016]

(3A) The reference to a charge on book debts in subsection (3)(f) shall not include a reference to a charge on a negotiable instrument or on debentures issued by the Government.

[40/89]

(3B) A charge referred to in subsection (3) does not include a charge created at any time on or after the date of commencement of the International Interests in Aircraft Equipment Act 2009 to the extent that it is capable of being registered under that Act.

[5/2009 wef 01/05/2009]

(3C) In subsection (3B), “registered” has the same meaning as in section 2(1) of the International Interests in Aircraft Equipment Act 2009.

[5/2009 wef 01/05/2009]

(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) notwithstanding that 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.

[13/87; 12/2002]

(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 shall be sufficient if there are 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; and
(d)	the names of the trustee, if any, for the debenture holders. [13/87; 12/2002]

(6) For the purposes of subsection (5), where more than one issue is made of debentures in the series, there shall be lodged within 30 days after each issue particulars of the date and amount of each issue, but an omission to do so shall 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 his (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 shall 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 shall not affect the validity of the debentures issued.

(8) The deposit of any debentures as security for any debt of the company shall not for the purposes of subsection (7) 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 shall not be operative or 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.

[UK, 1948, s. 95; Aust., 1961, s. 100]

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