BILLS OF SALE ORDINANCE, 1958

assignments for the benefit of the creditors of the person making or giving the same;

ante-nuptial marriage settlements;

transfers or assignments of any ship or vessel or share thereof;

transfers of goods in the ordinary course of business of any trade or calling;

bills of sale of goods in foreign ports or at sea;

bills of lading, warehouse-keeper’s certificates, warrants or orders for the delivery of goods, or any other documents used in the ordinary course of business as proof of the possession or control of goods, or authorizing or purporting to authorize, either by endorsement or by delivery, the possessor of such documents to transfer or receive goods thereby represented;

instruments charging or creating any security on or declaring trusts of imported goods given or executed at any time prior to their deposit in a warehouse, factory or store, or to their being reshipped for export, or delivered to a purchaser not being the person giving or executing such instrument;

“bill of safe” also includes as regards any personal chattels which may be seized or taken thereunder every attornment, instrument or agreement whereby a power of distress is given or agreed to be given by any person to any other person by way of security for any debt or advance, and whereby any rent is reserved or made payable as a mode of providing for the payment of interest on such debt or advance or otherwise for the purpose of such security only, but does not include or extend to any charge of any land which the chargee being in possession demises to the chargor as his tenant at a fair and reasonable rent;

BILLS OF SALE

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“bill of sale” also includes agreements for the hire of personal chattels entered into for the purpose of securing the repayment to the lessor of such chattels of money advanced by him to the hirer, and the hirer shall in every case be deemed to be the grantor of the bill of sale and the lessor shall be deemed to be the grantee thereof;

“personal chattels” means goods, furniture and other articles capable of complete transfer by delivery, and trade machinery as hereinafter defined, and, when separately assigned or charged, fixtures and growing crops, but does not include fixtures except trade machinery as hereinafter defined, when assigned together with any land or building to which they are affixed, nor growing crops when assigned together with any land on which they grow, nor shares or interests in the stocks, funds or securities of any

Government or in the capital or property of incorporated companies nor choses in action;

“trade machinery” means the machinery used in or attached to any factory or workshop, exclusive of—

the fixed motive powers, such as the water-wheels and steam-engines, and the steam-boilers, donkey-engines and other fixed appurtenances of the said motive powers;

the fixed power machinery, such as the shafts, wheels, drums and their fixed appurtenances, which transmit the action of the motive powers to the other machinery, fixed and loose; and

the pipes for steam, gas and water in the factory or workshop;

“factory” or “workshop” means any premises on which any manual labour is exercised by way of trade or for purposes of gain in or incidental to the following purposes or any of them—

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the making of any article or part of an article;

the altering, repairing, ornamenting or finishing of any article;

the adapting for sale of any article.

No fixtures or growing crops shall be deemed to be

“separately assigned or charged” by reason only that they are assigned by separate words, or that power is given to sever them from the land or building to which they are affixed, or from the land on which they grow, without otherwise taking possession of or dealing with such land or building, or land, if by the same instrument any interest in the land or building to which such fixtures are affixed, or in the land on which such crops grow, is also conveyed to the same person or persons.

Appointment of Registrars

*4. The Minister may appoint fit and proper persons to be

Registrars for each district for the purpose of this Ordinance.

*

Appointment of Registrar of the High Court in Sabah and Sarawak as Registrar for Kuching District—see G.N. 1654/67. For other Districts, District Officer of each District shall be the Registrar—see G.N. 734/49.

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Bill of sale to be void under certain circumstances unless attested and registered

in the case of a bill of sale made or given by way of security for the payment of money by the grantor thereof, such bill of sale shall be void in respect of the personal chattels comprised therein;

in the case of any other bill of sale, it shall as against all trustees or assignees of the estate of the person whose chattels or any of them are comprised in such bill of sale under the law of bankruptcy or liquidation or under any assignment for the benefit of the creditors of such person, and also as against all officers of court and other persons seizing any chattels comprised in such bill of sale in the execution of any process of any court authorizing the seizure of the chattels of the person by whom or of whose chattels such bill has been made, and also as against every person on whose behalf such process shall have been issued, be deemed fraudulent and void so far as regards the property in or right to the possession of any chattels comprised in such bill of sale which at or after the time of filing the petition for bankruptcy or liquidation or of the execution of such assignment or of executing such process, as the case may be, and after the expiration of seven clear days after the execution of the bill of sale are in the possession or apparent possession of the person making such bill of sale or of any person against whom the process has issued under or in the execution of which such bill has been made or given, as the case may be.

Personal chattels shall be deemed to be in the “apparent possession” of the person making or giving a bill of sale, so long as they remain or are in or upon any house, warehouse, shop, building, vessel, works, yard, land or other premises occupied by him, or are used and enjoyed by him in any place whatsoever, notwithstanding that formal possession thereof may have been taken or given by or to any other person.

Personal chattels comprised in a valid bill of sale which is duly attested and registered under this Ordinance shall not, so long as such bill of sale continues to be duly registered under this Ordinance, be deemed to be in the possession, order or disposition of the grantor of the bill of sale within the meaning of the law of bankruptcy.

Subsection (3) shall not apply to personal chattels in the possession, order or disposition of the grantor in his trade or business.

Bill of sale to be accompanied by schedule of property

Save as mentioned in subsection (3), every bill of sale shall be void in respect of any personal chattels specifically described in the schedule thereto of which the grantor was not the true owner at the time of the execution of the bill of sale.

Nothing in this section shall render a bill of sale void in respect of any of the following things—

if the amount the payment of which is thereby secured is less than one hundred ringgit;

if it is not made in the form in the First Schedule;

if it is made or given wholly or in part in consideration of a pre-existing debt.

Bill of sale not to protect chattels against rates

A court of competent jurisdiction, on the application of the grantee or transferee, may—

Not more than one year’s arrear of interest shall be recoverable under any bill of sale.

Mode of registering bills of sale

The execution by the grantor of every bill of sale shall be attested—

Such bill, with every schedule or inventory thereto annexed, shall be presented for registration to the Registrar for the district within which the property comprised in the bill of sale is at the time of registration situate within seven clear days after the execution by the grantor of such bill.

If a true copy of the bill of sale and of every schedule or inventory thereto is not presented to the Registrar at the time of registration, he shall take a true copy thereof and every bill of sale and the true copy thereof shall be signed and sealed by the Registrar.

The true copy of the bill of sale signed and sealed by the

Registrar shall be filed by the Registrar.

If the bill of sale is made or given subject to any defeasance or condition or declaration of trust not contained in the body thereof, such defeasance, condition or declaration shall be deemed to be part of the bill and shall be written on the same paper therewith before the registration, and shall be truly set forth in the copy filed under this Ordinance and as part thereof, otherwise the registration shall be void.

Priority given by registration

The renewal of a registration shall be effected by filing with the Registrar a certificate in Form 2 in the Second Schedule, stating the date of the bill of sale and of the registration thereof and the names, residences and occupations of the parties thereto as stated therein and that the bill of sale is still a subsisting security.

The register

Upon the registration of a certificate of renewal the like entry shall be made, with the addition of the date and number of the

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last previous entry relating to the same bill, and the copy of the bill of sale originally filed shall be thereupon marked with the number affixed to such certificate of renewal.

Upon the registration of a certificate of transfer of a bill of sale an entry thereof shall be made in the register over against the last previous entry relating to such bill of sale.

Bill of sale to be stamped before registration

Any application for the rectification of the register under this section shall be made in Chambers.

Entry of satisfaction

The Registrar may write a memorandum of satisfaction upon any registered copy of a bill of sale on a consent to the satisfaction signed by the person entitled to the benefit of the bill of sale and verified by certificate being produced to him and on the original bill of sale being also produced to him.

Inspection of register and office copies

Any person shall be entitled at all reasonable times, subject to such regulations as are prescribed—

prescribe the form of the register and the mode in which the same is to be made and kept;

prescribe the mode in which registration is to be conducted;

*

See Bills of Sale (Fees) Rules, Vol. VIII of the 1958 Revised Edition, p. 55.

prescribe the making of entries in the register of the satisfaction or discharge of the debt secured by a registered bill of sale; and

prescribe the fees to be taken.

Saving