Section 170, The Companies Act, 2009

(1) Subject to this Part, every charge created by acompany being a charge to which this section applies shall, so far as any security on the company’s property or undertaking is conferred, 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 by a copy verified in the prescribed manner have been or are delivered to or received by the Commission for registration in the manner required by this Act within 21 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 charge becomes void under this section, the money thereby secured shall immediately become payable. (2) This section applies 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 Entry in transferees. Notice of refusal to of charges created by 118 119 (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, where situate, or any interest in it, but not including a charge for rent or other periodical sum issuing out of land; (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; (i) a charge on goodwill, on a patent or a licence under a copyright. (3) In the case of a charge created out of Sierra Leone comprising solely property situated outside Sierra Leone, the delivery to and the receipt by the Commission 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 purpose of this section as the delivery and receipt of the instrument itself, and 90 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 Sierra Leone shall be substituted for twenty-one days after 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 Commission. (4) Where a charge comprises property situated outside Sierra Leone and registered in the country where the property is situated is necessary to make the charge valid or effectual according to the law of that country, the delivery to and the receipt by the Commission 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 situated 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. (5) Where a charge is created in Sierra Leone but affects or relates to property outside Sierra Leone, the instrument creating or purporting to create the charge may be sent for registration under 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 situated. (6) Where a negotiable instrument has been given to ensure 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 charge on those book debts. (7) The holding of debentures entitling the holder to a charge on land shall not, for the purposes for this section, be deemed to be an interest in land. (8) Where a series of debentures containing or giving reference to any other instrument, any charge to the benefit of which the debenture holders of that series are entitled pari passa is created by a company, it shall, for the purpose of this section, be sufficient if they are delivered to or received by the Commission within 90 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, the following particulars:– (a) the total amount secured by the whole series; (b) the date 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; 120 121 (c) a general description of the property charged, (d) the names of the trustees, if any, for the debenture holders, together with the deed containing the charge or copy thereof verified in the prescribed manner, or, if there is no such deed, one of the debentures of the series; and where more than one issue is made of debentures in the series, there shall be sent to the Commission 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. (9) Where a 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 such debentures, the particulars required to be sent for registration under this section shall include particulars as to the amount or rate per rent of commission, discount or allowance so paid or made, but an omission to do this shall not affect the validity of the debentures issued; but the deposit of any debentures as security for any debt of the company shall not, for the purpose of this subsection, be treated as the issue of the debentures at a discount. (10) In this Part , “charge” includes mortgage.