The Egyptian Financial Regulatory Authority (“FRA”) announced the launch of the Egypt's first central movable collateral registry.
Egypt had its first Movable Collaterals Law on 15 November 2015 (Movable Collaterals Law no. 115/2015), and the Ministry of Investment passed the Executive Regulations On 15 December 2016.
The law introduced an overarching system for taking non-possessory security over diversified movable assets. It aims at facilitating access to credit through a well-defined legal regime that is in line with the international standards, such as those established by the United Nations Commission on International Trade Law (UNCITRAL) and by the World Bank.
WHAT IS A CENTRAL MOVABLE COLLATERAL REGISTRY AND WHAT IS ITS PURPOSE?
A Central Movable Collateral Registry (“Registry”) is an electronic system for recording and disseminating the security interests over the collaterals and making any amendments or cancellations to them. The Registry launched its first online version at: http://www.ecr.gov.eg/
The Registry has two main functions, (i) to record security interest over movable property and (ii) to set the priority of creditors with regard to third parties. It will assist in preventing the transfer of collaterals without notice of the creditors, prevent debtors from duplicating lien/s on collaterals or using collaterals that are not their own.
The FRA is the competent authority responsible for creating and running the Registry and has the right to assign such task to another authority or company to be in charge. FRA assigned the task to I-Score, the Egyptian Credit Bureau S.AE., to be responsible for creating and operating the Registry's website; all under the supervision of FRA as it is the only authority which owns the data and information contained in the Registry.
WHICH MOVABLES ARE ACCEPTABLE AS COLLATERAL?
Movables acceptable as collateral in creating non-possessory security shall include present or future tangible assets, and present intangible assets. The Law gave examples to the movables that are permitted to serve as collateral to include, inter alia, the following:
- Current and deferred debts.
- Bank accounts, whether saving or current accounts.
- Negotiable document that embodies a right to delivery of goods such as the bill of lading and warehouse receipts.
- Negotiable instruments such as a cheque, bill of exchange, promissory note, bank depositary notes that embodies a right to payment.
- Equipment, machinery.
- All kinds of intellectual property rights like patent, trademark, trade name, and copy rights.
WHO COULD QUALIFY AS SECURED CREDITORS?
Secured creditors are defined to be banks, financing institutions, and other institutions and individuals granting financing or credit facilities. The executive regulations numerated the categories of such secured creditors to include:
- Banks and financial institutions licensed to operate in Egypt.
- Companies and entities licensed to run financing leasing activity in Egypt.
- Associations and companies licensed to run microfinance activity in Egypt.
- Entities licensed to provide financing or credit facilities, or which the nature of their licensed activity so requires;
- Entities licensed to carry out movable trade activities.
- Entities authorized to grant licenses of using intellectual property rights.
WHEN IS A SECURITY INTEREST PERFECTED?
A security interest is perfected upon acceptance of the registration, when an electronic confirmation shall be issued, including the date and time of registration, the registration unique number and all information included in the registration process.
WHAT IS A SECURITY AGREEMENT?
A security agreement is agreement contract concluded by and between the creditor and debtor, or the creditor, the debtor and the grantor to regulate the creditor's security interest over the movable(s). The security agreement's purpose is to create and effectuate the security interest between its parties.
WHO CAN APPLY FOR THE REGISTRATION?
The applicant is responsible to register, amend, cancel, object to, and search in the Register, either on their own behalf or on behalf of the secured interest holder. Who can access the Registry? And how? Anyone can access the Registry by providing one of the following:
- The unique registration number.
- The national ID number of the debtor / grantor if it is an Egyptian natural person or the passport number and the country of issue if it is a non-Egyptian natural person or the registration number if it is a legal person as the case may be.
IS THE PERMISSION OF THE DEBTOR REQUIRED FOR THE REGISTRATION?
The debtor/ grantor must consent to any registration by signing the security agreement or any other document attesting to his approval. The creditor shall be deemed in breach of the provisions of the Law and its Executive Regulations if it signs any registration without obtaining the prior consent of the debtor / grantor.
HOW CAN A DEBTOR ENSURE THAT THE COLLATERAL IS REMOVED AFTER REPAYMENT OF THE LOAN?
In case of repayment of the secured loan whether within the time scope of the registration or by making an expedited payment, or the expiry of the secured interest for any other reason the debtor has the right to obtain a copy of the data recorded in the Registry which indicates the abolishment or cancellation of the registration restricting the secured interest. After obtaining such copy, the debtor has the right to dispose of or lease the movables as they wish.
HOW CAN WE HELP?
We can assist you in the following:
- Review your loan agreements and the associated security documents and advise on the possibility of registration thereof.
- Registering any collaterals at the Register.
- Challenging invalid registrations.
Posted in Articles on May 15, 2018