SCOTTISH COMPANIES

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it is sufficient to deliver to the Registrar in England a copy
verified in the prescribed manner of the instrument creating
or evidencing the charge together with a certificate in the
prescribed form stating that the charge was presented for
registration in Scotland on the date on which it was so pre-
sented.

In order to prevent the possibility of misapprehension, it
may be added that the provisions of s. 88 of the Act of 1929
as to the keeping by the company itself of a register of
charges, in which are to be entered all charges specifically
affecting property of the company, and all floating charges
on the undertaking or any property of the company, are
applicable to companies registered in Scotland as well as to
those registered in England. Further, the annual summary
which a company must file under ss. 108-110 of the Act of
1929 must include, in the case of companies registered in
Scotland as well as those registered in England, a statement
of the total amount due by the company in respect of ali
mortgages and charges.

It may be interesting to note that a question about which
considerable doubt existed for some time, namely, the validity
of debentures to bearer in Scotland, has been set at rest by
s. 106 of the 1908 Act, re-enacted by s. 77 of the Act of 1929,
which declares such debentures to be valid and binding
according to their terms. The difficulty arose because of the
provisions of an old Scottish Act making invalid all deeds
issued blank as to the name of the creditor.

Bond and debenture stock may also be issued under the Statutory
Companies Clauses Acts of 1845 and 1863, which, along with Companies.
certain other Acts, regulate the share and loan capital of
railway companies and other similar public undertakings
(see Chapter XXIII). The bonds contemplated by the first
Act are naked debentures, though the word ‘debenture’
does not itself appear, but if a mortgage deed be also granted,
the assignment of the company’s undertaking, &c., to the
creditor in security of his debt, is declared to have the full
effect of an assignation duly completed. This, it will be seen,
is an exception to the common rule already mentioned, and
its effect is to create a valid statutory security on the property
assigned, very much in the nature of a floating charge in
England. It must be noted, however, that this is inapplicable
to companies operating under the Companies Act, 1929.

In the same way debenture stock issued under the Com-
panies Clauses Act, 1863, is a statutory charge in the nature
of a perpetual annuity upon the undertaking preferable in
character to all stocks or shares. and it mav in case of default