Charges/Security Interests
Questions:
1. What changes have been made to the requirements for registration of charges created by UK companies?
The Companies Act 2006 restated the previous provisions relating to registration of company charges. The changes were small:
- those needed as a result of other provisions in the Act;
- to enable a company to keep its instruments creating charges and its register of charges available for inspection at a place other than its Registered Office;
- to make public the right of inspection of instruments creating charges;
- to provide power to rationalise the scheme’s application to overseas companies;
- to remove the daily default fines for failure to register.
Part 25, Companies Act 2006
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2. What plans are there to change the requirements for registration of charges created by UK companies?
In December 2010, following consultation, the Government said that it intended to revise the scheme so that there is a single UK-wide scheme with the changes coming into force in 2012 or 2013. See the Government response to the consultation (PDF, 82 Kb) for details.
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3. What changes have been made to the requirements for registration of charges created by overseas companies?
Significant changes to the regime for the registration of charges created by overseas companies came into force on 1 October 2009. The key points of the new regime are listed below. The key points of the new reime are listed below.
- The requirement to register a charge over UK property created by an overseas company applies only if the overseas company has registered with Companies House. (There is no longer a Slavenburg Register for charges created by other overseas companies.)
- There is a single UK-wide regime for the registration of charges created by overseas companies.
- There is no criminal sanction on an overseas company in the event that a registrable charge created by it is not registered.
- There is no requirement for overseas company to register an existing charge over property it acquires.
The Overseas Companies (Execution of Documents and Registration of Charges) Regulations 2008 (S.I. 2009/1917
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4. What plans are there to change the requirements for registration of charges created by overseas companies?
In December 2010, following consultation, the Government said that it abolish the requirement for registered overseas companies to register at Companies Houses charges created over their UK property. The abolition will take effect from 1 October 2011.
Overseas companies will continue to be required to keep in the UK a register of charges but this will only have to have entries relating to floating charges (unless not applicable to UK property) and fixed charges over land in the UK.
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