BILLS OF SALE ACT 1950

This Act shall apply to *Peninsular Malaysia only.

Application of Act

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-keepers’ 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;

“bill of sale” 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 mortgage or charge of any estate or interest in any land which the mortgagee or chargee being in possession demises to the mortgagor or chargor as his tenant at a fair and reasonable rent;

“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 such case be deemed to be the grantor of the bill of sale and the lessor shall be deemed to be the grantee thereof;

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Bills of Sale

“factory or workshop” means any premies 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—

the making of any article or part of an article; or

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

the adapting for sale of any article;

“Peninsular Malaysia” has the meaning assigned thereto in section 3

of the Interpretation Acts 1948 and 1967 [Act 388], and includes the Federal Territory.

“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 chattel interests in real estate, nor fixtures, except trade machinery as herein after defined, when assigned together with any land or building to which they are affixed, nor growing crops when assigned together with any interest in the 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 or joint-stock companies, nor things in action;

“Registrar” and “Assistant Registrar” mean respectively the

Registrar and an Assistant Registrar of the High Court;

“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 such 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;

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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 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.

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; and

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 bailiffs, sheriffs 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

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Bills of Sale such process, as the case may be, and after the expiration of seven days after the execution of such 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 Act shall not, so long as such bill of sale continues to be duly registered under this Act 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 hereinafter mentioned, every bill of sale shall be void except as against the grantor 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; or

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

Bill of sale not to protect chattels against rates

if the grantor makes default in payment of the sum or sums of money thereby secured at the time therein provided for payment or in the performance of any covenant or agreement contained in the bill of sale and necessary for maintaining the security;

if the grantor becomes a bankrupt or suffers the said chattels or any of them to be distrained for rent, or municipal or town board rates or assessments or otherwise;

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Bills of Sale

if the grantor fraudulently either removes or suffers to be removed from the premises the said chattels or any of them;

if the grantor does not without reasonable excuse upon demand in writing by the grantee produce to him his last receipts for rent and municipal or town board rates and assessments;

if execution has been levied against the goods of the grantor under process of any court.

All personal chattels seized or taken possession of under or by virtue of any bill of sale shall remain on the premises where they were so seized or taken possession of, and shall not be removed or sold until after the expiration of five clear days from the day on which they were so seized or taken possession of.

The grantor may within five days from the seizure or taking possession of any chattels on account of any of the abovementioned causes, apply to the High Court, and such Court, if satisfied that by payment of money or otherwise the said cause of seizure no longer exists, may restrain the grantee from removing or selling the said chattels and may make such other order as seems just:

Provided that if the amount, the payment of which is secured by the bill of sale, does not exceed two thousand ringgit such application may be made to the Sessions Court having jurisdiction over the place in which such chattels are situate and such Sessions

Court shall have and may exercise in respect of such application all the powers conferred upon the High Court under this subsection.

Sales by public auction

Any sale made in contravention of this section shall be absolutely void, and any person aiding or abetting such sale shall be liable to a fine not exceeding one hundred ringgit.

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Not more than one year’s arrear of interest shall be recoverable under any bill of sale made or given after the commencement of this Act.

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, and also a true copy of such bill and of every such schedule or inventory and of every attestation of the execution of such bill, together with a statutory declaration of the time when such bill was executed by the grantor and of its due execution and attestation, which declaration may be in Form A or Form B of the Second

Schedule, and a description of the residence and occupation of the grantor, or in case the same is made or given by any person under or in the execution of any process, then a description of the residence and occupation of the person against whom such process issued, and of the grantee, and of every attesting witness to such bill, shall be presented to, and the said duplicate and declaration shall, within seven clear days after the execution by the grantor of such bill, be filed in the office of a Registrar or Assistant Registrar in the district of the State within which the property comprised in the bill of sale is situated at the time of registration.

If the Registrar or Assistant Registrar is of opinion that the property scheduled in any bill of sale is not sufficiently described therein, he shall refuse to register the same until such further particulars shall have been added as may be sufficient to clearly

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Bills of Sale identify the property scheduled, and may, if it appears to him necessary or expedient for such clear identification, require or cause the property to be marked or branded with some permanent mark but in such manner as not to injure or disfigure the same.

All things required by the Registrar or Assistant Registrar to be added or done under this subsection shall be added or done within seven days after the bringing of the bill of sale before the Registrar or Assistant Registrar under subsection (3).

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 Act therewith 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 or Assistant Registrar, as the case may be, a statutory declaration in the form in the Fourth Schedule, stating the date of the bill of sale and of the last 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.

Form of register

Upon the registration of any declaration of renewal, the like entry shall be made, with the addition of the date and number of the last previous entry relating to the same bill, and the copy of the bill of sale originally filed shall thereupon be marked with the number affixed to such declaration of renewal.

Upon the registration of any declaration of transfer or assignment 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.

Rectification of register

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

Entry and satisfaction

The Registrar or Assistant 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 affidavit being presented to and filed with 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 and subject to such rules as may be prescribed—

The Registrar shall keep at Kuala Lumpur a register of all particulars transmitted to him under subsection (1), and any person may, during the usual office hours and upon payment of a fee of one ringgit or such other fee as may be prescribed, search such register and take a copy of any particulars recorded therein.

Declarations

Every such declaration shall be deemed to be a declaration within the meanings of section 199 and section 200 of the Penal

Code [Act 574].

Assistant Registrars

If the Chief Justice is satisfied that in any district there is no First Class Magistrate other than a First Class Magistrate constituted as such under section 77 of the Subordinate Courts Act 1948, readily available for the purpose of registering bills of sale,

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Bills of Sale then, for every such district, the Chief Justice may, by notification in the Gazette, appoint a First Class Magistrate constituted as such under such section 77 to be an Assistant Registrar of the High

Court for the purpose of registering bills of sale in such district.

Fees

the form of registers of bills of sale and the mode in which the same shall be made and kept;

the mode in which registration is to be conducted;

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

the forms of declarations and other instruments to be used for the purposes of this Act;

the fees to be taken;

generally for carrying into effect the objects of this Act.

Repeal and saving

Any renewal after the commencement of this Act of the registration of a bill of sale executed before such commencement, and registered under any Ordinance or Enactment repealed by this

Act, shall be made under this Act in the same manner as the renewal of a registration made under this Act.

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FIRST SCHEDULE

[Section 6]

BILL OF SALE

These Presents made the …… day of ……, 20 ……, between A. B. of ……

of the one part and C. D. of …… of the other part, witnesseth that in consideration of the sum of …… ringgit now paid to A. B. by C. D. the receipt of which the said A. B. hereby acknowledges (or whatever else the consideration may be), he the said A. B., doth hereby assign unto C. D., his executors, administrators, and assigns, all and singular the several chattels and things specified in the schedule hereto annexed by way of security for the payment of the sum of ……

ringgit, and interest thereon (if interest is payable) at the rate of …… per centum per annum, and the said A. B. doth further agree and declare that he will duly pay to the said C. D. the principal sum aforesaid, together with (if interest is payable) the interest then due, by equal …… payments of ……

ringgit on the …. day of …… (or whatever else may be the stipulated times or time of payment): And the said A. B. doth also agree with the said C. D.

that he will (here insert terms as to insurance, payment of rent, or otherwise, which the parties may agree to for the maintenance or defeasance of the security):

Provided always, that the chattels hereby assigned shall not be liable to seizure or to be taken possession of by the said C. D. for any cause other than those specified in section 8.

In witness, etc.

Signed and sealed by the said A. B. in the presence of me, E. F. (add witness’s name, address and description) after I had fully explained to the said

A. B. the nature and effect hereof.

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Bills of Sale

SECOND SCHEDULE

[Section 10]

FORM A

DECLARATION ON REGISTRATION OF BILL OF SALE

ATTESTED BY AN ADVOCATE AND SOLICITOR

I, …....................…............, of …...............…, do solemnly and sincerely declare as follows—