"charge" means any form of security interest (fixed or floating) over property, other than an interest arising by operation of law; and

"property", in the context of what is the subject of a charge, includes future property.

(a)  in relation to a company registered in England and Wales, to the registrar of companies for England and Wales, and

(b)  in relation to a company registered in Scotland, to the registrar of companies for Scotland;

(a)  a charge on land or any interest in land, other than—


(i)  in England and Wales, a charge for rent or any other periodical sum issuing out of the land,


(ii)  in Scotland, a charge for any rent, ground annual or other periodical sum payable in respect of the land;

(b)  a charge on goods or any interest in goods, other than a charge under which the chargee is entitled to possession either of the goods or of a document of title to them;

(c)  a charge on intangible movable property (in Scotland, incorporeal moveable property) of any of the following descriptions—


(i)  goodwill,


(ii)  intellectual property,


(iii)  book debts (whether book debts of the company or assigned to the company),


(iv)  uncalled share capital of the company or calls made but not paid;

(d)  a charge for securing an issue of debentures; or

(e)  a floating charge on the whole or part of the company's property.

(a)  a charge on a debenture forming part of an issue or series shall not be treated as falling within paragraph (a) or (b) by reason of the fact that the debenture is secured by a charge on land or goods (or on an interest in land or goods);

(b)  in paragraph (b) "goods" means any tangible movable property (in Scotland, corporeal moveable property) other than money;

(c)  a charge is not excluded from paragraph (b) because the chargee is entitled to take possession in case of default or on the occurrence of some other event;

(d)  in paragraph (c)(ii) "intellectual property" means—


(i)  any patent, trade mark, service mark, registered design, copyright or design right, or


(ii)  any licence under or in respect of any such right;

(e)  a debenture which is part of an issue or series shall not be treated as a book debt for the purposes of paragraph (c)(iii);

(f)  the deposit by way of security of a negotiable instrument given to secure the payment of book debts shall not be treated for the purposes of paragraph (c)(iii) as a charge on book debts;

(g)  a shipowner's lien on subfreights shall not be treated as a charge on book debts for the purposes of paragraph (c)(iii) or as a floating charge for the purposes of paragraph (e).

(a)  in the case of a charge created by a company, as at the date the charge is created, and

(b)  in the case of a charge over property acquired by a company, as at the date of the acquisition.

Where a charge not otherwise requiring registration relates to property by virtue of which it requires to be registered and to other property, the references are to the charge so far as it relates to property of the former description.

(a)  to deliver the prescribed particulars of the charge, in the prescribed form, to the registrar for registration, and

(b)  to do so within 21 days after the date of the charge's creation or, as the case may be, the date of the acquisition;

(a)  an administrator or liquidator of the company, and

(b)  any person who for value acquires an interest in or right over property subject to the charge,

This is subject to section 400 (late delivery of particulars).

(a)  in relation to the voidness of a charge as against an administrator or liquidator, the beginning of the insolvency proceedings, and

(b)  in relation to the voidness of a charge as against a person acquiring an interest in or right over property subject to a charge, the acquisition of that interest or right;

(a)  the company is at the date of delivery of the particulars unable to pay its debts, or subsequently becomes unable to pay its debts in consequence of the transaction under which the charge is created, and

(b)  insolvency proceedings begin before the end of the relevant period beginning with the date of delivery of the particulars,

(a)  the company is "unable to pay its debts" in the circumstances specified in section 123 of the Insolvency Act 1986; and

(b)  the "relevant period" is—


(i)  two years in the case of a floating charge created in favour of a person connected with the company (within the meaning of section 249 of that Act),


(ii)  one year in the case of a floating charge created in favour of a person not so connected, and


(iii)  six months in any other case.

(a)  an administrator or liquidator of the company, and

(b)  any person who for value acquires an interest in or right over property subject to the charge,

(a)  that the omission or error is not likely to have misled materially to his prejudice any unsecured creditor of the company, or

(b)  that no person became an unsecured creditor of the company at a time when the registered particulars of the charge were incomplete or inaccurate in a relevant respect.

(a)  an administrator or liquidator of the company, and

(b)  any person who for value acquires an interest in or right over property subject to the charge,

(a)  within 21 days after the date of its creation, or

(b)  before complete and accurate relevant particulars of the earlier charge are duly delivered for registration.

(a)  against an administrator or liquidator of the company, or

(b)  against a person acquiring a security interest over property subject to the charge;

First, in discharge of any sum effectively secured by prior incumbrances to which the sale is not made subject;

Second, in payment of all costs, charges and expenses properly incurred by him in connection with the sale, or any previous attempted sale, of the property;

Third, in discharge of any sum effectively secured by the charge and incumbrances ranking pari passu with the charge;

Fourth, in discharge of any sum effectively secured by incumbrances ranking after the charge;

(a)  prior incumbrances include any incumbrance to the extent that the charge is void as against it by virtue of this Part; and

(b)  no sum is effectively secured by a charge to the extent that it is void as against an administrator or liquidator of the company.

(a)  references to things done by a chargee include things done by a receiver appointed by him, whether or not the receiver acts as his agent;

(b)  "power of sale" includes any power to dispose of, or grant an interest out of, property for the purpose of enforcing a charge (but in relation to Scotland does not include the power to grant a lease), and references to "sale" shall be construed accordingly; and

(c)  "purchaser" means a person who in good faith and for valuable consideration acquires an interest in property.

(a)  to deliver to the registrar for registration particulars in the prescribed form of the date on which any debentures of the issue are taken up, and of the amount taken up, and

(b)  to do so before the end of the period of 21 days after the date on which they are taken up.

(a)  the occurrence of such events as may be prescribed affecting the nature of the security under a floating charge of which particulars have been delivered for registration, and

(b)  the taking of such action in exercise of powers conferred by a fixed or floating charge of which particulars have been delivered for registration, or conferred in relation to such a charge by an order of the court, as may be prescribed.

(a)  the persons by whom notice is required to be, or may be, given, and the period within which notice is required to be given;

(b)  the filing in the register of the particulars contained in the notice and the noting of the date on which the notice was given; and

(c)  the consequences of failure to give notice.

(a)  shall be treated as ineffective until the prescribed particulars are delivered, and

(b)  if the prescribed particulars are delivered after the expiry of the prescribed period, shall continue to be ineffective against such persons as may be prescribed,

In the case of a series of uniform debentures, a copy of one debenture of the series is sufficient.

(a)  any instrument creating or evidencing a charge over the company's property, or

(b)  any entry in the register of charges kept by the company, on payment of such fee as may be prescribed.

This subsection applies to any charge, whether or not particulars are required to be delivered to the registrar for registration.

(a)  the company and every officer of it who is in default is liable to a fine, and

(b)  the court may by order compel an immediate inspection of the copies or register or, as the case may be, direct that the copy be sent immediately."

Nothing in the following provisions shall be construed as restricting the generality of that power.

(a)  apply in relation to such supplementary information any provisions of this Part relating to particulars, further particulars or such a memorandum, and

(b)  provide that the particulars, further particulars or memorandum shall be treated as not having been delivered until the required supplementary information is delivered.

(a)  in the case of a charge created by an instrument in writing, when the instrument is executed by the company or, if its execution by the company is conditional, upon the conditions being fulfilled, and

(b)  in any other case, when an enforceable agreement is entered into by the company conferring a security interest intended to take effect forthwith or upon the company acquiring an interest in property subject to the charge.

(a)  in the case of a floating charge, when the instrument creating the floating charge is executed by the company, and

(b)  in any other case, when the right of the person entitled to the benefit of the charge is constituted as a real right.

(a)  whether the company has undertaken not to create other charges ranking in priority to or pari passu with the charge, and

(b)  whether the charge is a market charge within the meaning of Part VII of the Companies Act 1989 or a charge to which the provisions of that Part apply as they apply to a market charge.

(a)  the chargee refuses to sign or authorise a person to sign on his behalf, or cannot be found, or

(b)  the company refuses to authorise a person to sign on its behalf,

In such a case the references in sections 401 and 403 to the particulars or memorandum being duly signed are to their being otherwise duly signed.

(a)  may make different provision for different cases, and

(b)  may contain such supplementary, incidental and transitional provisions as appear to the Secretary of State to be appropriate.

"chargee" means the person for the time being entitled to exercise the security rights conferred by the charge;

"issue of debentures" means a group of debentures, or an amount of debenture stock, secured by the same charge; and

"series of debentures" means a group of debentures each containing or giving by reference to another instrument a charge to the benefit of which the holders of debentures of the series are entitled pari passu.

The provisions of section 414 (construction of references to date of creation of charge) apply in such a case with any necessary modifications.

(a)  in England and Wales, to the date on which the acquisition is completed, and

(b)  in Scotland, to the date on which the transaction is settled.

(a)  the presentation of a petition on which an administration order or winding-up order is made, or

(b)  the passing of a resolution for voluntary winding up.

(a)  gives full consideration in money or money's worth in relation to the act in question, and

(b)  does not know that the act is not permitted by the company's memorandum or, as the case may be, is beyond the powers of the directors,

(a)  that a person knew that an act was not permitted by the company's memorandum or was beyond the powers of the directors, or

(b)  that a person knew that the company was a charity,

(a)  in all business letters of the company,

(b)  in all its notices and other official publications,

(c)  in all bills of exchange, promissory notes, endorsements, cheques and orders for money or goods purporting to be signed by or on behalf of the company,

(d)  in all conveyances purporting to be executed by the company, and

(e)  in all its bills of parcels, invoices, receipts and letters of credit.

(a)  by resolution of the company in general meeting, or

(b)  by resolution of a meeting of any class of members of the company,

(a)  by the company in general meeting, or

(b)  by a meeting of the relevant class of members of the company,

(a)  the auditors notify the company that in their opinion the resolution—


(i)  does not concern them as auditors, or


(ii)  does so concern them but need not be considered by the company in general meeting or, as the case may be, by a meeting of the relevant class of members of the company, or

(b)  the period for giving a notice under subsection (2) expires without any notice having been given in accordance with that subsection.

(a)  things done otherwise than by passing a resolution, or

(b)  cases in which a resolution is treated as having been passed, or a person is precluded from alleging that a resolution has not been duly passed."

(a)  a resolution under section 303 removing a director before the expiration of his period of office, or

(b)  a resolution under section 391 removing an auditor before the expiration of his term of office.

(a)  a "written resolution" means a resolution agreed to, or proposed to be agreed to, in accordance with that section, and

(b)  a "relevant member" means a member by whom, or on whose behalf, the resolution is required to be signed in accordance with that section.

(a)  conferring authority to make an off-market purchase of the company's own shares under section 164(2),

(b)  conferring authority to vary a contract for an off-market purchase of the company's own shares under section 164(7), or

(c)  varying, revoking or renewing any such authority under section 164(3).

(a)  section 165(2) (authority for contingent purchase contract), or

(b)  section 167(2) (approval of release of rights under contract approved under section 164 or 165).

(a)  for an indefinite period, or

(b)  for a fixed period, in which case it must state the date on which it will expire.

(a)  must state, or re-state, the amount of relevant securities which may be allotted under the authority or, as the case may be, the amount remaining to be allotted under it, and

(b)  must state whether the authority is renewed for an indefinite period or for a fixed period, in which case it must state the date on which the renewed authority will expire.

(a)  if given five years or more before the election ceases to have effect, shall expire forthwith, and

(b)  otherwise, shall have effect as if it had been given for a fixed period of five years."

This does not affect any obligation of the company to hold an annual general meeting in that year in pursuance of a notice given under subsection (3).

(a)  section 80A (election as to duration of authority to allot shares),

(b)  section 252 (election to dispense with laying of accounts and reports before general meeting),

(c)  section 366A (election to dispense with holding of annual general meeting),

(d)  section 369(4) or 378(3) (election as to majority required to authorise short notice of meeting), or

(e)  section 386 (election to dispense with appointment of auditors annually),

Such a resolution is referred to in this Act as an "elective resolution".

(a)  at least 21 days' notice in writing is given of the meeting, stating that an elective resolution is to be proposed and stating the terms of the resolution, and

(b)  the resolution is agreed to at the meeting, in person or by proxy, by all the members entitled to attend and vote at the meeting.

This is subject to section 388A (dormant company exempt from obligation to appoint auditors).

Auditors so appointed shall hold office from the end of that period or, as the case may be, the conclusion of that meeting until the end of the time for appointing auditors for the next financial year.

(a)  the end of the period of 28 days beginning with the day on which copies of the company's first annual accounts are sent to members under section 238, or

(b)  if notice is given under section 253(2) requiring the laying of the accounts before the company in general meeting, the beginning of that meeting;

(a)  a resolution has been passed under section 250 by virtue of which the company is exempt from the obligation to appoint auditors, or

(b)  a resolution has been passed under section 393 to the effect that their appointment should be brought to an end.

(a)  where section 385 then applies, until the conclusion of the next general meeting of the company at which accounts are laid;

(b)  where section 385A then applies, until the end of the time for appointing auditors for the next financial year under that section.

If a company fails to give the notice required by this subsection, the company and every officer of it who is in default is guilty of an offence and liable to a fine and, for continued contravention, to a daily default fine.

(3)  Special notice is required for a resolution at a general meeting of a company—

(a)  filling a casual vacancy in the office of auditor, or

(b)  re-appointing as auditor a retiring auditor who was appointed by the directors to fill a casual vacancy.

(a)  to the person proposed to be appointed, and

(b)  if the casual vacancy was caused by the resignation of an auditor, to the auditor who resigned.