RSP copy documents
An applicant for registration in the RSP must submit a copy of the statutory pledge constitutive document or statutory pledge amendment document being registered. A copy of the statutory pledge constitutive document and a statutory pledge amendment document is a prescribed part of the Statutory Pledges Record for a registered statutory pledge under sections 81(1)(h) and 81(1)(j), respectively, of the 2023 Act.
The Keeper’s online registration system only accepts copy documents in PDF form.
Any copy statutory pledge constitutive document or statutory pledge amendment document that is not in pdf format will be unacceptable for submission.
All copy documents submitted using the Keeper’s online registration system will be subject to virus scanning. Failure to successfully pass scanning stage will result in the Keeper rejecting the registration application.
An applicant for registration will additionally be required to certify that the copy statutory pledge constitutive document or copy statutory pledge amendment document submitted for registration is a true copy (Rule 22 of the 2024 Rules). This certification will appear at the end of the online application process, immediately prior to submission stage.
The 2024 Rules (Rule 34) also provide for parties to be free to redact certain personal information from copy statutory/statutory pledge amendment documents submitted for registration, namely full dates of birth, signatures and the number or other identifier of any bank or securities account, prior to submission.
Such redaction will not affect the validity of the registration of any copy document so previously redacted.
Applicants should therefore take care to redact personal information, as considered appropriate, from a copy document to be submitted along with an application for registration in the RSP, prior to submission.
It follows that, provided applicants are careful not to provide personal information in a copy statutory pledge constitutive document/statutory pledge amendment document, then it will not be unnecessarily disclosed by the Keeper.
For clarification, if such personal information is not redacted prior to submission then the full un-redacted copy document would be available to someone searching the RSP or requesting a plain copy/extract of an RSP record entry.
In general, it is not competent for an individual to grant a statutory pledge. There are, however, three statutory exceptions to this.
Section 46 of the 2023 Act provides that an individual can only competently grant a statutory pledge where that individual is acting in the course of either;
- (i)the individual’s business (a sole trader), where the encumbered property is used, or is to be used, wholly or mainly for the purposes of that business;
- (ii)the activities of a charity of which the individual is a trustee, where the encumbered property is an asset of that charity; or
- (iii)the activities of an unincorporated association (other than a charity) of which the individual is a member; where the encumbered property is owned by the individual on behalf of, or jointly with the other members of, the association.
In all three exception cases, if the encumbered property comprises corporeal property, it must have a monetary value exceeding £3,000 immediately before the constitutive document under which it will become encumbered property is granted.
The registration of a statutory pledge constitutive document or statutory pledge amendment document where the provider is not a competent provider in terms of section 46 of the 2023 Act will result in an ineffective registration.
Where an application is submitted for registration of a statutory pledge constitutive document or statutory pledge amendment document where the provider is an individual, the applicant will be required to certify that:
(a) the provider is an individual competent to be a provider under section 46(1)(a) of the 2023 Act, and
(b) the encumbered property is a permitted asset in accordance with section 46(1)(b) and 46(2) of that Act.
This certification will appear at the end of the online application process, immediately prior to submission stage.
Section 46 of the 2023 Act and the above certification will not apply where an individual is a provider of a statutory pledge over a financial instrument, within the meaning given by regulation 3(1) of the Financial Collateral Arrangements (No. 2) Regulations 2003 – for instance, shares, bonds etc.
Mandatory RSP Applicant Information
The mandatory information provision requirements for an applicant for registration in the RSP are provided for by section 83 of the 2023 Act and Rule 25 of the 2024 Rules. These information requirements relate to provider/secured creditor identification, secured creditor correspondence address and encumbered property identification and multiple rules apply, either singly or in tandem.
An application for the registration of a statutory pledge constitutive document or statutory pledge amendment document must contain the following details of the name and address of the provider and secured creditor:
Provider/secured creditor name – proper name
Where a provider/secured creditor is an individual, the “proper name” of that individual must be provided.
An individual provider/secured creditor’s “proper name” is the form that their forename(s) and surname(s) appear on either of their driving licence, passport or birth certificate (Rule 27(2) and (3) of the 2024 Rules).
Where an individual provider/secured creditor has an alternative name, for instance where that person’s forename is Robin but they are also known as Robbie, that alternative name can be optionally provided (Rule 26(5) of the 2024 Rules).
Provider/secured creditor name – sole trader
Where a provider/secured creditor is an individual who is acting in the course of their business (“a sole trader”), the “proper name” of that individual, as detailed above, must be provided.
Where a “sole trader” provider/secured creditor has an alternative name, that alternative name, as detailed above, can be optionally provided.
Where a “sole trader” provider/secured creditor does not conduct their business under their proper name, the name under which that business is conducted must also be provided (Rule 28(3) of the 2024 Rules).
Provider/secured creditor name - organisation
Where a provider/secured creditor is not an individual i.e. an organisation, its statutory or registered name must be provided if incorporated or otherwise constituted under a rule of law in any country (Rule 29(2)(a) of the 2024 Rules).
If not so incorporated or constituted, its name as set out in a document of constitution must be provided (Rule 29(2)(b) of the 2024 Rules).
If there is no such constitution document, the name under which it carries out business or activities must be provided unless it does not have such a name – in which case the name by which it is commonly known must be provided (Rule 29(2)(c) of the 2024 Rules).
Provider/secured creditor address – individual or sole trader
The normal address of an individual provider/secured creditor should be provided – there are no special rules around such address provision in the 2024 Rules.
Provider/secured creditor address – organisations
Where a provider/secured creditor is not an individual i.e. an organisation, its country and jurisdiction of incorporation or constitution must be provided along with the address of its head office (Rule 32(2) of the 2024 Rules).
Where such a provider/secured creditor has no registered office, the country in which it is based must be provided along with its trading, operating or business address (or equivalent) if it has one or a postal address if it does not (Rule 32(3) of the 2024 Rules).
Provider/secured creditor unique identification number – organisations
Where a provider/secured creditor is not an individual i.e. an organisation and it has had a number allocated to them by UK Companies House under section 1066 of the Companies Act 2006 (including where the provider/secured creditor is a company not based in the United Kingdom whose particulars have been registered under section 1046 of that Act), that number must be provided (Rule 31(3) of the 2024 Rules).
Where such a provider/secured creditor has had no such UK Companies House number allocated to it and is based out with the UK in a jurisdiction in which a company number, or equivalent, has been allocated to it, that number can be optionally provided (Rule 31(4) of the 2024 Rules).
Provider – date of birth
Where the provider is an individual, their full date of birth – day, month and year – must be submitted (Rules 25(1)(b) and 25(6) of the 2024 Rules). This requirement does not apply to individual secured creditors.
However, although the full date of birth will appear in a registered Statutory Pledges Record entry, that full date of birth, will not appear in the results of any search of the RSP or of any extract.
Secured creditor – correspondence address
Where a secured creditor is not an individual i.e. an organisation, a correspondence address to which any request for information regarding the statutory pledge may be sent must be provided. This correspondence address may be an email address (section 83(1)(f) of the 2023 Act.
The provision of such a correspondence address is to facilitate the statutory correspondence regime provided for by sections 107 and 108 of the 2023 Act.
Provider or secured creditor acting on behalf of another party
There are likely to be instances where the provider or secured creditor is a party (A) acting in a legal capacity in respect of another party (B).
For example, A may be a partner, executor, trustee, guardian or attorney in respect of B.
Both A and B can be an individual(s) or an organisation(s).
Rule 30 of the 2024 Rules specifically details the information that an applicant must provide where a provider or secured creditor (A) is acting in a legal capacity in respect of another person (B).
The names of both A and B must be provided in accordance, where applicable, with Rules 26(5) (alternative name of an individual), 27(2) (proper name of an individual) and 29(2) (name, where not an individual) of the 2024 Rules.
The address of A must be provided in accordance, where applicable, with Rule 32 of the 2024 Rules (address, where not an individual).
In the sole instances of where A is an individual acting in the capacity of trustee of a charity or as a member of an unincorporated association in terms of section 46(1)(a)(ii) or (iii) of the 2023 Act respectively, the date of birth of A must be provided
Further details of whether section 46(1) of the 2023 Act applies to the provider of a statutory pledge can be found in the above menu “Applications Where Provider is an Individual – Competent Providers”.
Where applicable, the unique identification number of A must be provided in accordance with Rule 31 of the 2024 Rules.
The legal capacity in which A is acting for B must be provided.
The address of B must be provided if B is an individual. For clarification, if B is not an individual, no address is required for B.
Finally, for secured creditors only, the correspondence address of A (which may be an email address) must be provided. For clarification, no correspondence address is required for B in this instance.
For the avoidance of doubt, a date of birth is not required where the provider is an individual A acting in a legal capacity in respect of individual or organisation B except where they are acting in the capacity of trustee of a charity or as a member of an unincorporated association in terms of sections 46(1)(a)(ii) or 46(1)(a)(iii) of the 2023 Act respectively.
By way of illustration:
If a provider was individuals A, B and C acting as trustees of the OMD Charity, the following information would be required:
The proper names (and optional alternative names) of A, B and C with their usual address;
The dates of birth of A, B and C;
The incorporated/constituted/business etc name of the OMD charity; and
A description of the capacity - “charity trustee”
Also, if a secured creditor was individual A acting as Guardian of individual B, the following information would be required:
The proper names (and optional alternative names) of A and B;
The usual address of both A and B;
A description of the capacity - “Guardian”;
A correspondence address for A (which may be an email address).
The Keeper’s online registration system requires an applicant for registration of a statutory pledge constitutive document or statutory pledge amendment document to describe the encumbered property being pledged in that document by choosing from one or more of the following categories of property:
- Corporeal property (e.g. road vehicles, plant machinery, livestock etc.)
- Intellectual property or application for licence over incorporeal property (e.g. patents, trademarks, copyrights etc.)
- Shares and other financial instruments (bonds, options etc.).
We are satisfied that the categories of property are sufficiently broad to capture all current possible types of property over which a statutory pledge may be granted.
Future developments may, however, mean that new types of property over which a statutory pledge may be granted may emerge. Equally, existing, but previously unidentified property categories, may emerge.
Should a potential applicant consider that either is the case, they should contact the Keeper in advance of making a registration application. The Keeper will, in turn, consider and (if in agreement) arrange for the new, or previously unidentified property category, to be added to her online registration system.
Any new or previously unidentified property category should be brought to the Keeper’s attention well in advance of any registration application.
No active validation
The Keeper does not validate or verify the accuracy or completeness of the information and documentation submitted with an RSP registration application (Rule 21 of the 2024 Rules).
The Keeper is also entitled, under section 109(3) of the 2023 Act, to reasonably believe that the information and documentation submitted with an RSP registration application is accurate.
Seriously misleading inaccuracies
Applicants should note that the Seriously Misleading Inaccuracy provisions of section 94 of the 2023 Act are such that a Statutory Pledges Record entry will be seriously misleading where:
- the provider is an organisation which has had UK Companies House Company Number allocated to it and, if a search of the RSP were to be carried out for that number, it would not disclose the entry;
- the provider is an individual or sole trader, if a search of the RSP were to be carried out, using that assignor’s proper name as at the date the application for registration was made, or that assignor’s proper name at that date together with their month and year of birth, it would not disclose the entry;
- a Statutory Pledges Record entry inaccurately reflects an individual provider’s (or sole trader’s) proper name at the date the application for registration was made in such a way that a reasonable person would be seriously misled;
- a Statutory Pledges Record entry either does not describe the property as being of a type that it is, or it fails to allocate a type to the property; or
- an inaccuracy or inaccuracies in a Statutory Pledges Record entry are such that a reasonable person would be seriously misled by that entry.
In terms of sections 91(1)(a)(ii) and 92(1)(a)(ii) of the 2023 Act, respectively, the registration of a statutory pledge constitutive document or statutory pledge amendment document is ineffective if it is, at the time of registration, seriously misleading as a result of an inaccuracy or inaccuracies in it.
Sections 91(1)(a)(i) and 91(1)(b), for statutory pledge constitutive documents, and 92(1)(a)(i) and 92(1)(b), for statutory pledge amendment documents, of the 2023 Act, provide that the registration of such documents is ineffective if no such copy document is contained in the Statutory Pledges Record or if the statutory pledge constitutive document or statutory pledge amendment document is invalid.
Applicants should therefore exercise due care when providing information relating to providers, secured creditors and categories of property in order to avoid inadvertently causing the registration of a statutory pledge constitutive document or a statutory pledge amendment document to be seriously misleading and, ultimately, ineffective.
Liability
If the Keeper introduces inaccuracy into the RSP as a result of reflecting on the register wrong information supplied to her by someone making a registration application, then this will not be an inaccuracy for which she is liable under section 109(1) of the 2023 Act.
Rather, the person making the registration application may be liable under section 110(1) of the 2023 Act for any loss suffered as a result of the Statutory Pledges Record becoming inaccurate as a consequence.
Automatic registration
Upon the successful submission of an application to register a statutory pledge constitutive document or statutory pledge amendment document and successful document virus check, registration will automatically take place and an entry will be automatically created or revised in the Statutory Pledges Record for that document. A statement verifying registration will also be automatically sent to relevant parties.
Once registered, the new or revised Statutory Pledges Record will be immediately available to view.
Verification statements
When a Statutory Pledges Record entry is created as a result of an application to register a statutory pledge constitutive document or revised as a result of an application to register a statutory pledge amendment document, the Keeper will immediately email a Verification Statement verifying the fact of registration having taken place to the provider and secured creditor, but only where an email address is supplied in the registration application for those parties.
Applicants for registration should provide email addresses for the provider and secured creditor, or as the case may be, their respective agents, where asked for by the Keeper’s online registration system, for verification purposes.
If no email address is given this will not result in rejection of the application but will mean that no verifications will be sent.
It will be possible to supply more than one email address for each of the provider and secured creditor. The Keeper will send a Verification Statement to each email address provided by the applicant for this purpose.
These email addresses will also be held by the Keeper for use in connection with the notification of any future correction of that Statutory Pledges Record entry.
Verification Statements will contain a link to a web page or "landing page", which will contain details of the application to which the Verification Statement relates, including a PDF version of the full record entry. The PDF will be a snapshot of the Statutory Pledges Record entry position as at that date, and, although it does not have the evidential status of an extract requested under section 106 of the 2023 Act, it fully reflects the Statutory Pledges Record entry after completion of the application to which the Verification Statement relates.
Both the provider and secured creditor will receive the same Verification Statement, and both parties will be able to access the respective PDF. The parties notified will be free to forward on the link to the landing page as they see fit and it will be possible to print or to save the PDFs locally to their own systems. The link to the landing page will be available for a 30-day period, which should allow the parties adequate time to access it following the acceptance of the registration application.