SINGAPORE Law and Practice Contributed by: Doos Choi, Pierre Dzakpasu, Janelene Chen and Pieter de Ridder, Mayer Brown
Singapore or registered in Singapore as a foreign company under the CA, a statement of the par - ticulars of that security must be registered at the ACRA as a charge within: a) 30 calendar days (if executed in Singapore); or b) 37 calendar days (if executed outside Singapore) of its creation. If a company fails to make the registration within the statutory timeframe, officers of the company will be liable to default fines, and the charge will be void against any liquidator and creditors of Security over real property may be taken either by way of a legal mortgage or equitable mort - gage. A legal mortgage over real property is cre - ated by way of a deed. A charge which does not satisfy all of the requirements for a legal mort - gage will take effect as an equitable mortgage. Security over real estate may need to be regis - tered at the Land Titles Registry and a caveat may need to be lodged with the Singapore Land Authority. Plant, Machinery and Tangible Assets The usual form of security over plant and machinery is by way of a charge. Such charge can be fixed (provided that the chargee exerts sufficient control over the secured asset such that any dealings by the chargor with respect to that asset requires the consent of the chargee) or floating (a charge over a fluctuating pool of assets which remains under the day-to-day control of the chargor such that assets may be added or taken out of the pool regardless of the existence of the charge). the company. Real Property Where it is intended to take a fixed charge over the asset, as part of seeking to exercise control as a practical matter, the chargee may require signs or plaques to be affixed which clearly state
that the asset is subject to a fixed charge, and that any dealings with the asset will require the consent of the chargee. Receivables, Book Debts and Other Choses in Action Security over receivables, book debts and other choses in action is commonly taken through an assignment by way of security. In so doing, it is important to ensure that there are no prohibitions or restrictions on assignment in the underlying agreement giving rise to the chose in action as, otherwise, such assignment will be invalid. An assignment may be legal or equitable. In order to take effect as a legal assignment: a) the assignment must be in writing; b) the assign - ment must be absolute; c) the assignment must be notified in writing to the counterparty in the underlying agreement; and d) it must not pur - port to be by way of charge only. If any of these requirements are not met, the assignment will be an equitable assignment. Intellectual Property Rights Security over intellectual property is usually taken by way of a fixed or floating charge, and, depending on the type of intellectual property, may be registrable with the Intellectual Property Office of Singapore. Shares Security over shares can be taken by way of a legal mortgage or equitable charge. Legal mort - gages entail legal title to the shares being trans - ferred to the mortgagee and, as such, equitable charges are the more common form of security over shares. A number of ancillary documents are typi - cally required to be delivered in connec - tion with the charge, including: a) the original
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