91.
| (1) Subject to the provisions of this Part, every charge created after the appointed date by a company registered in Sri Lanka and being a charge to which the provisions of this section applies shall, so far as any security on the company's property or undertaking is conferred thereby, be void against the liquidator and any creditor of the company, unless the prescribed particulars of the charge, together with the instrument, if any, by which the charge is created or evidenced, or a copy thereof certified by a notary public, are delivered to or received by the Registrar for registration in manner required by this Act within twenty-one days from the date of its creation, but without prejudice to any contract or obligation for repayment of the money thereby secured, and when a charge becomes void under the provisions of this section the money secured thereby shall immediately become payable. |
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| (2) The provisions of this section shall apply to the following charges:
| | (a) a charge for the purpose of securing any issue of debentures; | | |
| | (b) a charge on uncalled share capital of the company; | | |
| | (c) a charge created or evidenced by an instrument which, if executed by an individual, would require registration as a bill of sale ; | | |
| | (d) a charge on land, wherever situate, or any interest therein; | | |
| | (e) a charge on book debts of the company; | | |
| | (f) a floating charge on the undertaking or property of the company ; | | |
| | (g) a charge on calls made but not paid; | | |
| | (h) a charge on a ship or aircraft or any share in a ship or aircraft; | | |
| | (i) a charge on goodwill, on a patent or a licence under a patent, on a trade mark or on a copyright or a licence under a copyright. | | |
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| (3) In the case of a charge created outside Sri Lanka comprising property situate outside Sri Lanka, the delivery to and the receipt by the Registrar of a copy verified in the prescribed manner of the instrument by which the charge is created or evidenced, shall have the same effect for the purposes of this section as the delivery and receipt of the instrument itself, and twenty-one days from the date on which the instrument or copy could, in due course of post, and if despatched with due diligence, have been received in Sri Lanka, shall be substituted for twenty-one days from the date of the creation of the charge, as the time within which the particulars and instrument or copy are to be delivered to the Registrar. |
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| (4) Where a charge is created in Sri Lanka, but comprises property outside Sri Lanka, the instrument creating or purporting to create the charge may be sent for registration under the provisions of this section notwithstanding that further proceedings may be necessary to make the charge valid or effectual according to the law of the country in which the property is situate. |
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| (5) Where a charge comprises property situate outside Sri Lanka and registration in the country where the property is, situate is necessary to make the charge valid or effectual according to the law of that country, the delivery to and the receipt by the Registrar of a copy, verified in the prescribed manner, of the instrument by which the charge is created or evidenced, together with a certificate in the prescribed form stating that the charge was presented for registration in the country where the property is situate on the date on which it was so presented shall, for the purposes of this section, have the same effect as the delivery and receipt of the instrument itself. |
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| (6) Where a negotiable instrument has been given to secure the payment of any book debts of a company the deposit of the instrument for the purpose of securing an advance to the company shall not for the purposes of this section be treated as a charge on those book debts. |
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| (7) The holding of debentures entitling the holder to a charge on land shall not for the purposes of this section be deemed to be an interest in land. |
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| (8) Where a series of debentures, containing, or giving by reference to any other instrument, any charge to the benefit of which the debenture holders of that series are entitled pari passu is created by a company it shall for the purposes of this section be sufficient if they are delivered to or received by the Registrar within twenty-one days from the date of execution of the deed containing the charge or, if there is no such deed, from the date of execution of any debentures of the series, the following particulars :
| | (a) the total amount secured by the whole series ; and | | |
| | (b) the dates of the resolutions authorizing the issue of the series and the date of the covering deed, if any, by which the security is created or defined ; and | | |
| | (c) a general description of the property charged ; and | | |
| | (d) the names of the trustees, if any, for debenture holders | | |
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| (9) Where any commission, allowance or discount has been paid or made either directly or indirectly by a company to any person in consideration of his subscribing or agreeing to subscribe, whether absolutely or conditionally, for any debentures of the company, or procuring or agreeing to procure subscriptions, whether absolute or conditional, for any such debentures, the particulars required to be sent for registration under the provisions of this section shall include particulars as to the amount or rate per centum of the commission, discount or allowance so paid or made. Any omission to send such particulars shall not affect the validity of the debentures issued; |
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| (10) Nothing in section 63 of the Mortgage Act shall apply to or in relation to any floating charge on the under taking or property of a company. |
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| (11) The provisions of this section shall be in addition to and not in substitution of any other written law relating to the registration of any document of instrument creating or purporting to create a charge on any property whether movable or immovable. |
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| (12) In this Part, the expression "charge" includes mortgage. |
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Sri Lanka Consolidated Acts