This document summarizes key provisions around the registration of charges under the Singapore Companies Act. It discusses the duty of companies to register existing and new charges, what types of charges require registration, timelines for registration, details to be included in the register of charges maintained by the Registrar, rectification of errors or omissions, and penalties for non-compliance. The document is divided into sections that correspond to relevant sections of the Companies Act, with each section outlining requirements, exceptions, and consequences related to the registration of charges on company property.

1. CS Meenakshi Jayaraman
Charges under Singapore Companies Act

2. 2
Credits and Acknowledgments
Sundarrajan S &
Iswariya BS

3. 3
Presentation Schema
Registration of
Charges
Duty of Company to
register charges existing
on property acquired
Register of charges to be
kept by Registrar
Endorsement of
certificate of registration
on debentures
Entries of satisfaction and
release of property from
charge
Extension of time
Company to keep copies
of charging instruments
and register of charges
Documents made out of
Singapore
Applicability of Division

4. Section 131- Registration of charges
1

5. 5
Sub-section 1- Where a charge (to which this Section applies) is created, the
Company has to lodge a statement containing the details of charge within 30 days
after creation of charge and the same shall be void against the liquidator and any
creditor of the Company, if it is not complied with
Sub-section 1A- The instrument (if any) by which the charge is created or evidenced
or certified true copy thereof shall be produced to the Registrar on his request at
free of cost for the purpose of inspection
Sub-section 2- Nothing in subsection (1) shall affect any contract or obligation for
repayment of the money secured by a charge and when a charge becomes void
under this section the money secured thereby shall be immediately become payable

6. 6
Contd.
Sub-section 3- This section applies to the following charges that are created on or after the
date of commencement of this section (i.e. from 3rd January, 2016)
•a) a charge to secure any issue of
debentures
b) a charge on shares of a subsidiary of a
Company which are owned by the
Company
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 wherever situated or
any interest therein but it shall not
include any rent or other periodical sum
issuing out of land
e) a charge on uncalled capital of the
Company
f) a charge on book debts of the
Company
g) a floating charge on the undertaking or
property of the Company
h) a charge on calls made but not paid
i) a charge on a ship or aircraft or any
share in a ship or aircraft; and
j) a charge on goodwill, on a patent or a
trademark or a copyright or a registered
design or a licence to use a patent or a
trademark or a copyright or a registered
design

7. 7
Contd.
•This section also applies to any charge
•Despite subsection (3), a shipowner’s lien created by a Company on or after the date of
commencement of this sub-section (i.e. from 1st October, 2018), whether as a charge on
the book debts of the Company or a floating charge on the undertaking or property of
the Company, is not a charge to which this section applies
a) That was a charge to which section 131 applied prior to the date of
commencement of this new section (3rd January, 2016); and
b) which was created before such commencement
Sub-section
3AA
Sub-section
3AB
In this section, “shipowner’s lien” means a contractual lien on-
•sub-freights;
•sub-hires; or
•bill of lading freight,
created under a charter (or sub-charter) of a ship for any amount due under the charter (or sub-charter)
Sub-section 11

8. 8
Contd.
a) An order for the winding up of the Company has been made;
b) a resolution has been passed for the voluntary winding up
of the Company; or
c) A creditor of the Company has acquired a proprietary right
to or an interest in the subject matter of the lien
Sub-section 3AC- Despite subsection (3) or (3AA), a shipowner’s lien created by a
Company before 1st October 2018, whether as a charge on the book debts of the
Company or a floating charge on the undertaking or property of the Company, is a
charge to which this section applies only if, as at that date-

9. 9
Contd.
The reference to a
charge on book debts in
subsection (3)(f) shall
not include any
reference to a charge on
a negotiable instrument
or on debentures issued
by the government
A charge referred to in
subsection (3) does not
include any charge
created at any time on
or after the date of
commencement of the
International Interests in
Aircraft Equipment Act
2009 to the extent that
is capable of being
registered under that Act
In subsection (3B),
“registered” has the
same meaning as in
section 2(1) of the
International Interests in
Aircraft Equipment Act
2009
Sub-section 3A Sub-section 3B Sub-section 3C

10. 10
Contd.
Where a charge created in
Singapore affects property
outside Singapore,
the statement containing
the prescribed particulars
of the charge may be
lodged for registration
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
Sub-section 4

11. 11
Contd.
Sub-section 5:-
 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 equally is created by a Company,
 it shall be sufficient if the details are lodged with the Registrar for registration within 30 days after the
execution of the instrument containing 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:
The total amount secured
by the whole series
The dates of the
resolutions authorising
the issue of series and
the date of covering
instrument, if any
A general description of
the property charged
The names of the
trustee, if any, for the
debenture holders

12. 12
Contd.
Sub-section 6- For the purpose of sub-section (5), where more than 1 issue is made of debentures in the series, there
shall be lodged within 30 days after each issue particulars of the date and amount of each issue, but an omission to do so
shall not affect the validity of the debentures issued
Where any
commission,
allowance or discount
has been paid or made
either directly or
indirectly by a
Company
to any person in
consideration of his
(whether absolutely or
conditionally)
subscribing or
agreeing to subscribe
or procuring or
agreeing to procure for
any debentures
the particulars
required to be lodged
under this section shall
include particulars as
to amount or % of
commission,
allowance or discount
so paid or made,
but omission to do so
shall not affect the
validity of debentures
issued
Sub-section 9- No charge or assignment to which this section applies (except a charge or assignment relating to land)
need to be filed or registered under any other written law
Sub-section 8- The deposit of any debentures as security for any debt of the Company shall not for the purposes of
subsection (7) be treated as the issue of debentures at a discount
Sub-section 7

13. 13
Contd.
Where a charge
requiring registration
under this section is
created before the
lapse of 30 days after
the creation of 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
which is secured by the
prior charge, or any
part of that debt,
then to the extent to
which the subsequent
charge is a security for
the same debt or part
thereof, and so far as
respects the property
comprised in the prior
charge,
Sub-section 10
the subsequent charge shall not be operative or have any validity unless it is proved in
the court 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 purposes
of avoiding or evading the provisions of Division-8 (Charges)

14. 14
Section 132- Duty to register charges
2

15. 15
Penal provision : If there is
any default in lodging the
documents and particulars
which is required to be
lodged as per section 131,
the Company and every
officer of the Company
who is in default shall be
guilty of an offence and
liable to pay fine not
exceeding SGD 1,000 and
also a default penalty
Right to recover the fee : If
the registration is made by
a person other than the
Company, then he shall be
entitled to recover the
amount of fees paid for
registration of charges
from the Company
The registration of charges can be made either by the Company or
any other person interested

16. 16
Section 133- Duty of Company to register
charges existing on property acquired
3

17. 17
The Company shall lodge a statement prescribing the details of charge to the Registrar within 30 days of
acquisition or registration of Company in Singapore, as the case may be, if
•a Company acquires any property which is subject to charge of any kind and if the same requires registration
if such charge had been created after acquisition; or
•a foreign Company created a charge before registering in Singapore and if the same requires registration if
such charge had been created after registering in Singapore; or
•a foreign Company which acquires any property with existing charge before registering in Singapore and if
the same requires registration if such charge had been created on the property after acquisition and after
registering the Company in Singapore
Penal provision : In case of any default in complying with this section, the Company or foreign Company and the
officers of the Company or foreign Company who is in default shall be guilty of an offence and shall be liable to
pay fine not exceeding SGD 1,000 and also to a default penalty

18. 18
Section 134- Register of charges to be kept by
Registrar
4

19. 19
The Registrar shall maintain a register of all charges that are lodged for registration under
this Division and it shall contain the following particulars:
•a) in case of a charge to the benefit of which the holders of a series of
debentures are entitled, such particulars as specified in section 131(5) are
required to be mentioned in the statement furnished; and
•b) in any other type of charge-
•if the charge is created by the Company, the date of its creation and if
the charge was existing on a property acquired by the Company, the
date of acquisition of the property;
•the amount secured by the charge;
•the description to identify the property charged; and
•the name of the person entitled to the charge

20. 20
Contd.
•The Registrar shall issue a notice to the concerned Company on registration
of charge and the same shall be treated as a conclusive evidence for
complying with the requirements of registration
•On receiving an application from the Company along with a fee of SGD 50,
the Registrar shall issue a certificate of registration of charge by confirming
the registration and such certificate shall be treated as a conclusive evidence
for complying with the requirements of registration

21. 21
Section 135- Endorsement of certificate of
registration on debentures
5

22. 22
Company which issues a secured debenture registered by a charge, shall endorse the following,
if such debenture forms part of series of debentures or certificate of debenture stock
The above shall not apply to any debenture or certificate of debenture stock which has
been issued before registering the charge
Penal provision : Any person who violates this section by authorising or permitting knowingly or
wilfully the delivery of debenture or certificate of debenture stock which is not endorsed as
required by this section shall be guilty of an offence and liable to a fine of < SGD 2,000
a) a copy of the notice of registration; or
b) a statement showing the effect of registration and the date of registration

23. 23
Section 136- Entries of satisfaction and release
of property from charge
6

24. 24
In respect to any registered charge-
a) the debt for which the
charge was made has been
paid or satisfied in whole or
part: or
b) the property or undertaking
charged or any part thereof has
been released from the charge or
has ceased to form part of
Company’s property or
undertaking
the Company may lodge with the Registrar in the prescribed form as to statement of satisfaction
and the same shall be entered by the Registrar in register of charges
Such statement shall be endorsed by the chargee of the payment, satisfaction, release or ceasing
which shall constitute sufficient conclusive evidence of that payment, satisfaction, release or
ceasing

25. 25
Section 137- Extension of time and rectification
of register of charges
7

26. 26
The Court shall rectify the omission to register a charge (whether under the same
law or any of the previous written laws) by passing a just and expedient order,
the omission or mis-
statement of any
particular with
respect to such
charge or in a
statement of
satisfaction was
accidental or due to
inadvertence or
some other
sufficient cause is
shown or it is not in
the nature to
prejudice the
creditors or
shareholders or
just and equitable
grounds exist to
grant relief
when an application is made by the Company or any person interested and on
being satisfied that:

27. 27
Section 138- Company to keep copies of
charging instruments and register of charges
8

28. 28
Every Company shall keep the instrument creating any charge which is required to be registered
under this Division or any copy thereof at the registered office of the Company till the charge to
which the instrument relates remain in force, but in case of series of debentures, keeping a
copy of one series of debenture is sufficient for the purposes of this section
An instrument creating any charge or a copy thereof or a copy of series of debentures as the
case may be, which is required to be kept as stated above,
a) shall be deemed to form part of the records that are required to be kept
under section 199(1);
b) for the purposes of section 199(2), shall be retained by the Company for a
period of 5 years after-
(i) the date the debt for which the charge was given was paid or satisfied in whole;
(ii) the date the property or undertaking charged was released or ceased to form part of the
Company’s property or undertaking; or
(iii) where both of the events referred to in sub-paragraphs (i) and (ii) occur in any particular
case, the later of the dates

29. 29
Contd.
Every Company shall keep
at the registered office of
the Company a register of
charges and enter therein
all charges specifically
affecting property of the
Company and all floating
charges on the undertaking
or any property of the
Company,
giving in each case a short
description of the property
charged, the amount of the
charge and (except in the
case of securities to bearer)
the names of the persons
entitled thereto
The instruments or copies thereof and the register of charges kept in pursuance
of this section shall be open to inspection of any creditor or member of the
Company without fee,
and the register of charges shall also be open to the inspection of
any other person on payment of such fee not exceeding SGD 2 for
each inspection as fixed by the Company.

30. 30
Contd.
Any person may, on application to a Company and on payment of a fee, not exceeding SGD 1 for
every page or part thereof, be furnished a copy of any instrument or debenture kept by the
Company in pursuance of this section within 3 days of his making the application
Penal provision : In case of any default in complying with this section the Company and the
officers of the Company who is in default shall be guilty of an offence and shall be liable to pay
fine not exceeding SGD 2,000 and also to a default penalty

31. 31
Section 139- Documents made out of Singapore
9

32. 32
The time limit for lodging any instrument, deed, statement or other document which is required to be
lodged with the Registrar, which is executed or made outside Singapore, shall be extended by 7 days or
such further periods as allowed by the Registrar from time to time

33. 33
Section 140- Charges, etc. created before
29/12/1967
10

34. 34
This Division shall apply to any charge which was registerable under any of the repealed
laws but was not registered under any of those laws as on 29/12/1967, until and unless
otherwise specifically provided

35. 35
Section 141-Application of Division
11

36. The provisions of this Division shall apply to a Company including a foreign Company if and only if it
is registered under Division 2 of Part XI and it shall not apply to a charge on property outside
Singapore of such foreign Company
Division 2 of Part XI-Foreign Company
a) a Company which establishes a place of business or carries on business
in Singapore
b) a Company which intends to establish a place of business or carry on
business in Singapore

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