Mortgage Debenture Act 1865
| Jurisdiction | UK Non-devolved |
| Citation | 1865 c. 78 |
| Year | 1865 |
(28 & 29 Vict.) C A P. LXXVIII.
[29th June 1865]
'WHEREAS it is expedient that Provision should be made whereby such Companies as are hereinafter defined may be enabled to issue Mortgage Debentures founded upon the Security of certain Descriptions of Property as herein-after defined, and for the Registration in the Office of Land Registry of such Mortgage Debentures and Securities:' Be it therefore enacted by the Queen's most Excellent Majesty, by and with the Advice and Consent of the Lords Spiritual and Temporal, and Commons, in this present Parliament assembled, and by the Authority of the same, as follows:
1 Short Title.
1. This Act may be cited for all Purposes as ‘TheMortgage Debenture Act, 1865.’
2 Extent of Act.
2. This Act shall extend and apply to, and the Powers hereby conferred may be exercised by, all such Companies incorporated and carrying on Business under ‘The Companies Act, 1862,’ or under any Act of Parliament, as now or hereafter may be entitled to advance Money on the Security of Land; and in the Construction of this Act the Expression ‘the Company’ means any Company to which this Act applies, and which shall for the Time being be availing itself of the Provisions of this Act.
3 No Company to avail themselves of Act unless it shall comply with Provisions herein named.
3. No Company shall be entitled to avail itself of this Act, unless it shall comply with the following Provisions:
First. The Company must, under its Act of Parliament or Memorandum of Association, be limited to One or more of the following Objects:
1. The making of Advances of Money upon any of the following Securities:—
2. The borrowing of Money on transferable Mortgage Debentures, or on One or more of the Securities above-mentioned:
Provided that any Company already constituted under ‘The Companies Act, 1862,’ for the Purpose of making Advances on Real Securities, and whose Memorandum of Association includes but is not limited to the Objects herein-before specified, may by special Resolution in accordance with the Provisions of that Act, alter its Memorandum for the Purpose of limiting and so as to limit its Objects and Business to those so specified; and such Company shall thereupon be and become a Company constituting and carrying on Business under such altered Memorandum, and on its being shown to the Satisfaction of the Registrar herein-after mentioned that such Alteration has been made, and that all Obligations, if any, entered into by the Company in respect of the Business which prior to such special Resolution it was empowered to transact, other than the Business to which it will be limited after the passing of such special Resolution, have been discharged, and that the Articles of Association of the Company are in accordance with the altered Memorandum, such Company shall be deemed to be a Company within this Act and entitled to the Benefits thereof:
Second. The Company must have a paid-up Capital of not less than One hundred thousand Pounds:
Third. Each Share must be of the nominal Value of not less than Fifty Pounds, of which not less than One Tenth nor more than One Half must have been paid up.
4 Power to borrow Money.
4. Subject to the Provisions and Restrictions of this Act, the Company may from Time to Time borrow Money upon Mortgage Debentures to be issued by it under the Authority of this Act.
5 Nature of Securities on which Debentures may be founded.
5. The Securities upon and in respect of which such Mortgage Debentures may be founded and issued shall be Securities affecting Property inEngland or Wales of the following Descriptions:
But, from the Securities described in Paragraph (a .) shall be excepted Securities upon Mines or Mineral Property, Quarries, Brickfields, and Factories, Mills, and other Buildings or Works for Manufacturing Purposes, and also Securities upon Leasehold Estates, determinable upon a Life or Lives, and not renewable or held for a Term, of which, at the Date of the Security, less than Fifty Years shall be unexpired, or which are subject to any Rent beyond a nominal Rent or a Ground Rent.
In construing this Act the Word ‘Securities’ shall be deemed to mean such Securities as above defined and restricted, and no others.
6 Securities on which Companies wish to issue Debentures to be produced for Registry.
6. When and from Time to Time as the Company may desire to use any Securities in their Possession for the Purpose of founding and issuing Mortgage Debentures thereon, they shall produce the Deeds or Instruments creating such Securities, duly executed and stamped, to the Office of Land Registry established by the Twenty fifth and Twenty-sixthVictoria , Chapter Fifty-three, in order to the same being duly registered in such Office of Land Registry, in accordance with the Provisions of this Act.
7 Register of Securities to be established in Office of Land Registry.
7. For the Purposes of such Registration there shall be established in such Office of Land Registry, in respect of every Company issuing Mortgage Debentures under this Act, a Register, with the Name of the Company attached, which shall be called a Register of Securities under the Mortgage Debentures Act, 1865.
8 Where Business to be conducted.
8. The Business of the Registration shall be conducted in such Office in accordance with such Rules and Regulations as the Registrar, with the Sanction of the Lord Chancellor, from Time to Time shall prescribe.
9 Upon Deposit with Registrar of Securities held by Company, &c., Registrar may register Deed creating Security.
9. Upon Production to and Deposit with the Registrar of the Deeds or Instruments purporting to be duly executed and stamped as aforesaid, together with a Certificate under the Common Seal of the Company and the Hands of One or more Directors and of the Secretary or Accountant of the Company, in the Form or to the Effect of Form (A.) in the Schedule hereto, and in the Cases herein-after mentioned of the Certificate of a Surveyor as herein-after provided, the Registrar shall enter in the proper Register of Securities the Date of every such Deed or other Instrument, its Nature, whether Mortgage, Grant of Annuity, Rentcharge, or other Security, the Amount of the Principal Money or the Amount and Duration of the Annuity thereby secured, and the Tenure, Extent, and Situation of the Property upon which the Security is taken: Provided always, that the Registrar shall not register any Deed or Instrument relating to or affecting any Property not situate inEngland or Wales .
10 Form of Declaration of Surveyor.
10. The Registrar shall not register any Deeds or Instruments for the Purposes of this Act until there shall have been produced for his Inspection, and left to be registered, a voluntary Declaration made by a Surveyor or Valuer, approved by the Inclosure Commissioners forEngland and Wales , in the Form (B.) in the said Schedule hereto, or to the like Effect; but when such Deeds or Instruments relate exclusively to any of the Securities described in Section 5 (b and c ), the Report of the Surveyor or Valuer shall state only the Value at the Time of his Report of the Securities to be valued. There shall also be delivered with the before-mentioned Deeds or Instruments a Schedule, under the Hand of the Secretary or One of the Directors of the Company, of the Deeds and Documents which were delivered to the Company at the Time when the Security was executed to them, which Deeds or Documents shall be deposited with the Registrar, to be retained by him until withdrawn as herein-after provided.
11 Power to Company to issue Debentures not exceeding certain Amount.
11. Upon the Securities so from Time to Time registered, the Company may found and issue its Mortgage Debentures, but so that the aggregate Principal Sum secured by all the Mortgage Debentures shall never exceed at any One Time the then total Amount (to be ascertained in the Manner herein-after provided)...
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