An Act to provide for the Registration of Mortgages and Charges created by Companies, and to amend the law relating to Debentures issued by Companies, and for other purposes. [Assented to, November 20th, 1924.] E it Enacted by the Governor of the State of South Australia, follows: 1. This Act may be cited as the "Companies (Mortgages, Charges Short title. and Debentures) Act, 1924." 2. (1) This Act is incorporated with The Companies Act, 1892, and Incorporation. the Companies Amendment Act, 1893, and those Acts and this Act No. 557 of 1892. shall be read as one Act. (2) The Companies Act, 1892, The Companies Amendment Act, 1893, and this Act may be cited together as the "Companies Acts, 1892 to 1924." No. 576 of 1893. 3. (1) In this Act "Company Company" means a company formed or Interpretation. registered under The Companies Act, 1864, or The Companies Act, 1892. (2) Subject to subsection (1) of this section the terms used in this Act shall have the meanings assigned to them in The Companies Act, 1892. Information as to Mortgages, Charges, Etc. 4. (1) Every company shall, within twelve months after the commencement of this Act, file with the Registrar for registration, a list A-1619 Registration of mortgages and charges created of before this Act. Registration of mortgages and charges. Cf. U.K., 8 Edw. 7, c 69, s. 93. Companies (Mortgages, Charges and Debentures) Act.—1924. of all mortgages and charges created by it before such commencement which have not been wholly satisfied, and which under the provisions of this Act would have required registration had they been created after such commencement, together with particulars of the date of creation, the amount secured by the mortgage or charge, and short particulars of the property mortgaged or charged, and (except in the case of securities to bearer) the names of the mortgagees or persons entitled to the charge. The Registrar shall, on payment of the prescribed fee, enter such particulars in the register of mortgages and charges kept in pursuance of the provisions of this Act: Provided that the neglect of the company to comply with the provisions of this section shall not prejudice the rights under any such mortgage or charge of any person in whose favor the mortgage or charge was made. (2) If any company fail to comply with the provisions of subsection (1), the company and every director, manager, or secretary thereof, or other person who is knowingly a party to the default, shall be liable to a penalty not exceeding Fifty Pounds for every day during which the default continues. 5. (1) Every mortgage or charge created by a company after the commencement of this Act and being either (a) a mortgage or charge for the purpose of securing any issue of debentures; or (b) a mortgage or charge on uncalled share capital of the company; or (c) a mortgage or charge created or evidenced by an instrument which, if executed by an individual, would require registration as a bill of sale; or (¿) a mortgage or charge on any book debts of the company; or (e) a floating charge on the undertaking or property of the company, shall, so far as any security on the company's property or undertaking is thereby conferred, be void against the liquidator, and any creditor of the company, unless the prescribed particulars and the instrument (if any) by which the mortgage or charge is created or evidenced, or a copy thereof, accompanied by a statutory declaration verifying the particulars and the execution of the mortgage, and in the case of a copy also verifying it as a true copy of the instrument, are filed with the Registrar for registration, in manner required by this Act, within thirty days after the date of its creation but without prejudice to any contract or obligation for repayment of the money thereby secured, and when a mortgage or charge becomes void under Companies (Mortgages, Charges and Debentures) Act.—1924. under this section the money secured thereby shall immediately become payable: Provided that- I. in the case of a mortgage or charge created out of the State, thirty days after the date on which the instrument or copy could in due course of post, and if despatched with due diligence, have been received in the State shall be substituted for thirty days after the date of the creation of the mortgage or charge as the time within which the particulars and instrument or copy are to be filed with the Registrar; and II. where the mortgage or charge is created in the State, but comprises property outside the State, the instrument creating or purporting to create the mortgage or charge, or a copy thereof, accompanied by a verifying statutory declaration as aforesaid, may be forwarded for registration, notwithstanding that further proceedings may be necessary to make the mortgage or charge valid or effectual according to the law of the country, State, or colony in which the property is situate; and III. 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 purpose of this section be treated as a mortgage or charge on those book debts. (2) The Registrar shall keep, with respect to each company, a register in the prescribed form of all the mortgages and charges created by the company after the commencement of this Act and requiring registration under this section, and shall, on payment of the prescribed fee, enter in the register, with respect to every such mortgage or charge, the date of creation, the amount secured by it, short particulars of the property mortgaged or charged, and the names of the mortgagees or persons entitled to the charge. (3) 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 be sufficient if there are delivered to or received by the Registrar within thirty days after the execution of the deed containing the charge, or if there is no such deed, after the execution of any debentures of the series, or if it or they is or are executed out of the State, then within thirty days after the date on which it or they would in due course of post if despatched with due diligence have been received in the State the following particulars : (a) the total amount secured by the whole series; and (b) the dates of the resolutions authorising 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 Companies (Mortgages, Charges and Debentures) Act.-1924. (c) a general description of the property charged; and (d), the names of the trustees, if any, for the debenture holders, together with the deed, or verified copy thereof, containing the charge, or if there is no such deed, one of the debentures of the series, and the Registrar shall, on payment of the prescribed fee, enter those particulars in the register: Provided that where more than one issue is made of debentures in the series, there shall be filed with the Registrar for entry in the register, particulars of the date and amount of each issue, but an omission to do this shall not affect the validity of the debentures issued. (4) Where any commission, allowance, or discount has been paid or made either directly or indirectly by the 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 this section shall include particulars as to the amount or rate per centum of the commission, discount, or allowance so paid or made, but an omission to do this shall not affect the validity of the debentures issued: Provided that the deposit of any debentures as security for any debt of the company shall not for the purposes of this provision be treated as the issue of the deben-. tures at a discount. (5) The Registrar shall give a certificate under his hand of the registration of any mortgage or charge registered in pursuance of this section, stating the amount thereby secured, and the certificate shall be conclusive evidence that the requirements of this section. as to registration have been complied with. (6) The company shall cause a copy of every certificate of registration given under this section to be indorsed on every debenture or certificate of debenture stock which is issued by the company, and the payment of which is secured by the mortgage or charge so registered Provided that nothing in this subsection shall be construed as requiring a company to cause a certificate of registration of any mortgage or charge so given to be indorsed on any debenture or certificate of debenture stock which has been issued by the company before the mortgage or charge was created. (7) It shall be the duty of the company to send to the Registrar for registration the prescribed particulars and the instrument (if any) by which the mortgage or charge is created or evidenced, or a copy thereof, accompanied by a statutory declaration verifying the particulars and the execution of the mortgage, and in the case of a copy, also verifying it as a true copy of such mortgage, and the particulars of the issues of debentures of a series requiring registration under this section, but registration of any such mortgage or charge may be effected on the application of any person interested therein. Where the registration is effected on the application of some person other than the company, that person shall be entitled to recover from the company the amount of any fees properly paid by him to the Registrar on the registration. (8) The |