Variable Capital Companies Act 2018 · 2020 Revised Edition · Part 12 · Transfer of Registration
139. Duty of VCC to register pre-existing charges
Feedback & supportIf, 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 of the Companies Act 1967 (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.
registration
“registration”, in relation to a foreign corporate entity that has applied to be registered as a VCC under this Part, means registration by the Registrar under section 135(1), and “register” and “registered” are to be construed accordingly.
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.
VCC
“VCC” or “variable capital company” means a body corporate incorporated as such under this Act;
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.
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.
officer
“officer”, in relation to a VCC or other corporation, includes —(a)any director or secretary of the corporation or a person employed in an executive capacity by the corporation;(b)a receiver and manager of any part of the undertaking of the corporation appointed under a power contained in any instrument; and(c)any liquidator of the corporation (being a VCC or company) appointed in a voluntary winding up,but does not include —(d)any receiver who is not also a manager;(e)any receiver and manager appointed by the Court;(f)any liquidator appointed by the Court or by the creditors; or(g)a judicial manager appointed by the Court under Part 8A of the Companies Act 1967 (if applicable);
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.
charge
“charge” includes a mortgage and any agreement to give or execute a charge or mortgage whether upon demand or otherwise;
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 not to affect 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.
In respect of any charge that is required to be lodged under subsection (1), sections 134, 135, 136 and 138 of the Companies Act 1967 (as applied by section 42) apply as if the charge were a charge to which Division 8 of Part 4 of the Companies Act 1967 (as applied by section 42) applied.