Singapore legislation
Clause 139
Clause 139
Duty of VCC to register pre-existing charges
(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 IV of the Companies Act (as applied by section 42) if the foreign corporate entity had been incorporated as a VCC 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 VCC, a statement containing the prescribed particulars of the charge.
(2)
Documents and particulars required to be lodged for registration under subsection (1) may be lodged by the VCC concerned or by any person interested in the documents.
(3)
Where registration under subsection (1) is effected by some person other than the VCC concerned, that person is entitled to recover from the VCC the amount of any fees properly paid by him or her for the registration.
(4)
If subsection (1) is contravened, the VCC and every officer of the VCC 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.
(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.
(6)
The Court, on being satisfied —
that the omission to register a charge requiring registration under subsection (1), or that the omission or misstatement 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
that on other grounds it is just and equitable to grant relief,may on the application of the VCC 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 VCC or any of its officers in respect of the default) order that the time for registration be extended or that the omission or misstatement be rectified.
(7)
In respect of any charge that is required to be lodged under subsection (1), sections 134, 135, 136 and 138 of the Companies Act (as applied by section 42) apply as if the charge were a charge to which Division 8 of Part IV of the Companies Act (as applied by section 42) applied.