Registration of Charge
Businesses may need to raise money in the course of its operation. When a VCC/sub-fund applies for a loan from a bank or other institutions, it will often give security to the creditor. One common form of security is a charge over assets.
Definition of a Charge
A charge is a form of security interest usually taken by a lender or creditor (“chargee”) to secure repayment of a loan.
Types of Charges
||A charge secured on fixed assets (e.g. land and buildings, a ship, piece of machinery, shares, intellectual property such as copyrights, patents, trademarks, etc.)
A charge secured on non-specific assets or generic categories (e.g. inventory, cash, stocks, accounts receivable).
A floating charge ‘floats’ over the secured assets. It is only converted into a fixed charge if, for example, the company fails to repay the loan.
Registering a New Charge
When a charge is created for a VCC/sub-fund, it must be registered with ACRA.
The following charges must be registered:
- a charge to secure any issue of debentures
- a charge on uncalled share capital of a VCC, or an umbrella VCC in respect of its sub-fund
- a charge on shares of a subsidiary of a VCC which are owned by the VCC, or by the VCC (being an umbrella VCC) for the purpose of its sub-fund
- a charge of an assignment created or evidenced by an instrument which, if executed by an individual, would require registration as a bill of sale
- a charge on land wherever situate or any interest therein
- a charge on book debts of the VCC or a sub-fund
- a floating charge on the undertaking or property of a VCC or a sub-fund
- a charge on calls made but not paid
- a charge on a ship or aircraft or any share in a ship or aircraft
- a charge on goodwill, on a patent or licence under a patent, on a trade mark, or on a copyright or a licence under a copyright
The full list of charges and rules governing registration of charges can be found in sections 131 to 141 of Division 8 of the Companies Act as applied by section 42 of the VCC Act.
Who Must Register
All VCCs and their sub-funds incorporated/ registered in Singapore may register charges.
When To Register
A charge must be registered within 30 days of its creation.
How To Register
Engage the services of a registered filing agent (e.g. law firm, accounting firm or corporate secretarial firm) to submit the Registration of Charge on behalf of the VCC. VCC officers (i.e. Directors and Secretaries) may submit the filing via the Registration of Charge online form.
After registration, ACRA will send an email notification confirming the registration of the charge. The email notification will serve as evidence that the VCC has complied with the requirements.
Possible Outcomes of Late Registration
Failure to register the charge is an offence. If convicted, VCC officers may be fined up to $1,000. Non-compliance may also render the charge void against the liquidator or other secured creditors of the VCC.
Application for Extension of Time under S137 of the Companies Act as applied by S42 of the VCC Act
If the VCC is unable to register the charge within the specified period, the VCC may request for an extension of time. ACRA only grants extension of time for the following:
- charges created outside of Singapore
- charges with typographical errors in the particulars
- charges that were accidentally omitted while registering
- charges that are impartial to the position of creditors or members of the VCC
Charges in Singapore
Extension of time is not allowed for charge instruments created in Singapore. If the VCC/sub-fund did not register the charge within 30 days, the VCC will have to obtain a Court Order, and register the charge within the period granted by the Court.
Charges Outside Singapore
Extension of time is allowed for charge instruments created outside of Singapore. If the VCC did not register the charge within 37 days
, the VCC/sub-fund will have to obtain a Court Order. Once an extension of time is granted, the VCC is given up to 3 months
to register the charge.
Variation of Charge
A variation of charge is an agreement to vary the terms of the original charge that was registered earlier (e.g. the amount secured or change in chargee). This transaction will be available when VCC Register is launched later this year. No fee is payable for this transaction.
Satisfaction of Charge
When a debt has been paid up in whole or in part, the VCC needs to inform ACRA to release the charge. This transaction will be available when VCC Register is launched later this year. Upon successful filing, the charge will be removed from the Register.
VCCs may engage a registered filing agent to assist in filing the Satisfaction of Charge. There is no filing fee for this transaction