Section 115
of International Business Companies Order, 2000
Section 115
(1)
Subject to this Order, where a charge to which this section applies is created by an IBC, the company or any other person interested in the charge may cause to be lodged through a registered agent with the Registrar for filing within forty-two days after the creation of the charge –
(a)
a certified copy of the instrument, if any, by which the charge is created or evidenced; or
(b)
a statement in the prescribed form giving a short description of the property charged, the amount thereby secured, nature of the instrument, and the names of the chargees or persons entitled to the benefit thereof.
(2)
Where the instrument or a statement is not lodged with the Registrar in accordance with subsection (1), the charge shall, so far as any security on the company’s property or undertaking is conferred thereby, and without prejudice to any contract or obligations for repayment of the money thereby secured, be void against a liquidator and any creditor of the company.
(3)
Nothing in subsection (1) shall prejudice any contract or obligation for repayment of the money secured by the charge and, when a charge becomes void under this section, the money secured thereby shall immediately become payable.
Incorporating amendments until S 53/2017
(Clean Vesion) NANI/zimah _ as of 11 February 2020
91
BLUV as at 20th June 2017
(4)
The charges to which this section applies are all charges (including any charge securing a contingent debt or obligation) whether fixed or floating on any asset of an IBC.
(5)
Where a charge created in Brunei Darussalam affects property outside Brunei
Darussalam the instrument creating or purporting to create a charge or a certified copy thereof may be lodged for filing under and in accordance with subsection (1) notwithstanding that further proceedings may be necessary to make the charge valid or effectual according to the law of the place in which the property is situated.
(6)
When 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 an IBC, it shall be sufficient if there is lodged with the Registrar within forty-two days after the execution of the instrument creating the charge, or, if there is no such instrument, after the execution of the first debenture of the series, a statement containing 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 instrument, if any, by which the security is created or defined;
(c)
a general description of the property charged;
(d)
the names of the trustee, if any, for the debenture-holders; and
(e)
the instrument creating the charges or a copy of the instrument and a certificate by a witness or an official of the company verifying the execution of the instrument and verifying the copy to be a true copy.
(7)
For the purposes of subsection (5) where more than one issue is made of debentures in the series, there may be lodged with the Registrar within forty-two days after each issue particulars of the date and amount of each issue, but an omission so to do shall not affect the validity of the debentures issued.
Incorporating amendments until S 53/2017
(Clean Vesion) NANI/zimah _ as of 11 February 2020
92
BLUV as at 20th June 2017
(8)
Where a charge requiring registration under this section is created before the lapse of forty-two days after the creation of a prior unregistered charge, and comprises all or any part of the property comprised in the prior charge, and the subsequent charge is given as a security for the same debt as is secured by the prior charge, or any part of the debt, then to the extent to which the subsequent charge is a security for the same debt or part thereof and so far as it relates to the property comprised in the prior charge, the subsequent charge shall not be operative or have any validity unless it is proved to the satisfaction of the Registrar that it was given in good faith for the purpose of correcting some material error in the prior charge or under other proper circumstances and not for the purpose of avoiding or evading the provisions of this Division.
(9)
For the purposes of this section and section 116 “certified copy” means a copy certified by any director, resident secretary or other officer of an IBC.
Filing of pre-existing charges.