Full text: Secretarial practice

MORTGAGES, DEBENTURES AND RECEIVERS 203 
effect would apparently be the same if the charge was created 
by a company registered outside England, but having a place 
of business in England [s. go]. Charges which only require 
registration under ss. 81 or 91, or under s. go if the charge 
subsisted before the property was acquired by the company, 
would not be void for want of registration, but penalties 
are imposed for any default in the obligations as to registration 
[see ss. 80, 81 (2), go and 91 (3)]. The Court may in certain 
cases extend the time for registration or direct the correction 
of mistakes (s. 85). 
2. The Company's Register—By s. 88 of the Act every 
limited company must keep a register of chargesat itsregistered 
office. This register ought to furnish a complete record of all 
the secured indebtedness of the company, since there are 
required to be entered therein ‘all charges specifically affecting 
property of the company and all floating charges on the under- 
taking or any property of the company, giving in each case a 
short description of the property charged, the amount of the 
charge and, except in the case of securities to bearer, the 
names of the persons entitled thereto.’ 
In the case of the company’s register, however, the registra- 
tion of a mortgage or charge is not a condition precedent to 
its validity [Wright v. Horton (1887), 12 A.C. 371], but the 
officers of the company are liable to penalties for knowingly 
authorising the omission of a necessary entry [s. 88 (2)]. 
Copies of the instruments creating any charge requiring 
registration at Somerset House must be kept at the registered 
office of the company, although in the case of a uniform series 
of debentures, a copy of one debenture will suffice [s. 87]. 
These copies and the register itself must be open to the 
inspection of creditors and shareholders gratis, and the 
register to the inspection of any other person on payment of 
a fee not exceeding one shilling for each inspection [s. 89 (1)]. 
The right to inspect includes the right to take copies [Nelson 
v. Anglo-American Land Co. (1897), 1 Ch. 130]. This decision 
appears to be based upon the fact that the section contains no 
provision as to a person being entitled to require copies on 
payment, and is therefore not in conflict with the decision as to 
taking copies of the register of members mentioned on p. 99. 
The company may impose reasonable restrictions as to the 
time during which inspection will be permitted, but at least 
two hours a day during business hours must be allowed for 
inspection. Penalties are imposed for unlawful refusal of 
inspection and the Court may compel immediate inspection 
's. 8g (2). (3) 
Company’s 
Register.
	        
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