Collateral Registry System
The Collateral Registry is a web-based system that files notices of the existence of interests in or ownership of movable assets accepted by lending institutions. It allows potential lenders to register their interests and check their ranking priority in potential claims.
The Collateral Registry System is aimed at:
- providing a mechanism for efficient registration of security interests in movable property;
- creation and perfection of movable security interests;
- providing a platform to notify parties about the existence of a security interest in movable property; and
- establishing the priority of creditors vis-a-vis third parties.
The Collateral Registry System is aimed at:
- Leveraging on movable property:
- Reduces the need for physical custody of movable collateral:
- Improve access to credit:
- Reduced cost of credit:
- Increased transparency in disposal or use of movables as collateral:
the Collateral Registry provides allows businesses and individuals to use movable property as collateral for credit facilities utilised for different purposes, including capital for growth
the Registry publishes security interests in movable assets and there is therefore no need to take physical possession of the asset as an indication of interests in the asset. This enables customers to retain the use of the collateral during the life of the loan;
the existence of a reliable mechanism for perfection of security interests in movable assets and predictability of the priority system encourages lenders to grant credit against movable assets;
The implementation of the collateral registry is expected to minimise administrative costs and benefit the borrowers through reduced costs of credit; and
enable searches to be conducted to ascertain whether a movable asset offered as collateral has prior security interests or is subject to any legal processes for realisation of collateral.
The Collateral Registry system is maintained and managed by the Reserve Bank of Zimbabwe.
The Collateral Registry is established in terms of Movable Property Security Interests Act [Chapter 14:35]. The law covers among other issues:
- operations of collateral registry including registration of notices and searches;
- creation of security interest by execution of security agreement;
- obligations that may be secured and assets that may be encumbered;
- contractual limitations on creation of a security interest;
- personal or property rights securing or supporting payment or other performance;
- perfection of security interest by registration and transfer of security interest;
- role and responsibilities of the Registrar;
- rights and obligations of parties and third-party obligors; and
- enforcement of security interest
The Collateral Registry is an online platform and can be accessed over the internet using computers and smart phones at any time using the following link: https://collateralregistry.rbz.co.zw
Any registered person may conduct a search and request a search certificate using the identification number of the debtor or the serial number of the collateral, where applicable. All searches on the Collateral Registry are conducted free of charge.
For any inquiries or clarifications about the Collateral Registry please email us on: https://collateralregistry.rbz.co.zw
Collateral
Collateral is defined as assets or any property pledged by a debtor to secure a loan. The Movable Property Security Interests Act [Chapter 14:15], only provides for movable assets/properties including receivables that are the subject of an outright transfer pledged as collateral.
No. Real or immovable property is covered under separate laws.
This law applies not only to business assets but also to household assets that are used primarily for personal, family or household purposes.
Movable collateral under this law includes equipment, inventory, accounts receivable, farm products, vehicles, household items, fixtures, bank accounts, etc. that are acceptable to a lending institution.
Equipment refers to any tangible goods that are not inventory or consumer goods. This can include anything from farm equipment or large machinery to cash registers and computers used by a business.
Inventory refers to goods that the debtor has for sale or lease in a store, raw materials, and work in progress.
An account receivable refers to the right of payment the debtor may have for providing services or completing sales. For example, if the debtor has a store that often sells goods on credit or to customers that retain an account with and the business for payment after a given period, then outstanding payments are accounts receivable and may be used as collateral. In other words, the debtor does not have to wait 30 or so days to collect payments from her/his customers but instead may get money immediately from a secured party using those accounts receivable as collateral.
Farm products include crops (both grown and growing), fish stocks, livestock, and all supplies used or produced during farming operations
Consumer goods are used or intended to use for personal, family or house hold use. These can include appliances, furniture, a personal computer, a vehicle, etc.
A borrower may be granted consent by the owner of a movable asset to pledge it as collateral. For instance, your family member may grant permission for the use of their movable assets as collateral for your loan. In such instances, the owner of the asset would typically be required to sign a security agreement pledging the asset as collateral.
Yes, individuals may apply for a loan as a group, as may be specified by lending institutions. They may use their assets that they own individually or jointly as collateral for a loan.
Creation of Security
A loan is a sum of money given to a debtor, that must be repaid on a later date in line with the agreed terms and conditions. A debtor may pay back the loan in scheduled payments (instalments) that reduce the loaned amount or periodic payments where the secured party also allows the debtor to reuse the loaned amount made available.
A debtor is commonly known as a person that owes money to another person. According to the Movable Property Security Interests Act, a debtor is a person who creates a security interest to secure their financial obligation or that of another person or a buyer or transferee of the collateral who acquires his or her rights subject to a security interest; and also refers to a transferor under an outright transfer of a receivable.
A secured creditor is a person who has a security interest or a transferee in an outright transfer of a receivable. Secured parties have rights in some of the debtor’s assets (e.g., vehicle, inventory, etc.) that allow their debts to be satisfied before the debts owed to unsecured creditors parties, from the proceeds of a foreclosure or liquidation sale.
A security interest is a property right in a movable asset that is created by an agreement to secure payment or other performance of an obligation, regardless of whether the parties have denominated it as a security interest, and regardless of the type of asset, the status of the debtor or secured creditor, or the nature of the secured obligation. The equivalent of a security interest is for example the mortgage given to the bank over a house (immovable collateral).
A secured obligation is the amount the debtor is required to repay and against which security/collateral will have been tendered to the secured party. In case of the debtor’s failure to pay, the secured party may enforce the debtor’s obligation by exercising their rights over the movable asset e.g. take ownership or legal possession of the collateral.
This law applies to all security interests created in movable collateral located within Zimbabwe whether or not the secured party is domestic or otherwise. Secured parties can include banks, microfinance institutions, individuals, shops, mobile network operators, etc.
This is the contract between the debtor and the secured party in which the debtor agrees to grant a security interest in her/his collateral.
A security agreement must be in writing and signed by the secured creditor and the debtor. It should clearly identify the secured creditor and debtor and also contain a description of the collateral, the secured obligation and the period of validity of the security agreement
Registration
A registry notice form is a form submitted by a secured party to the Collateral Registry to give notice that it has a security interest in the debtor’s collateral. The Collateral Registry provides a standard form for all registrations of notices. The debtor must sign a security agreement or sign some other authorization before the secured party may register a registry notice form.
A registration refers to the information provided in the registry notice form and any form of amendment that is entered in the Collateral Registry. The pertinent information from a registry notice form is available publicly to Collateral Registry searchers.
A registration in the Collateral Registry must contain:
- debtor's name, identification number and type, and address;
- debtor’s gender and birth date or if an entity, the gender of the owner;
- secured party’s name, identification number and type, and address;
- general description of the collateral, including serial number where applicable;
- period of time the registration is effective; and
- maximum amount the security interest may be enforced for.
To complete the registration, the secured party must provide all required information in the security agreement and pay the appropriate fees. The Registrar or any employee of the Collateral Registry does not enter any information into the Collateral Registry and is not responsible for verifying the accuracy of the information
The fees for registering a security interest are minimal and will be published on the Reserve Bank of Zimbabwe website from time to time.
The law does not require the secured party to indicate a value of the collateral in a security interest notice. The secured creditor may however disclose this information provided the debtor has authorised and consented.
Registration of a security interest cannot be made without the debtor’s prior permission. Any registered security interest without the debtor’s permission or consent would be invalid
The debtor may obtain a copy of the registration from either the secured party or directly from the Collateral Registry by completing a search in the Collateral Registry office or electronically.
If there is an error noted in the registration of a security interest, the debtor has the right to request the secured party to correct that error.
If information about the debtor changes (e.g. an address) the secured party will register an amendment to the original security interest and the information will be added to the Collateral Registry. Such amendments are also used to update the description of the collateral where necessary. It is the secured party’s responsibility to ensure that the information in the Collateral Registry is correct.
The period of registration is determined by the information contained in the Registry Notice Form which reflects the security agreement between the debtor and the secured party.
The period of effectiveness of the registration of an initial notice may be extended before its expiry by the registration of an amendment notice that indicates in the designated field a new period. The period of effectiveness of the registration of an initial notice may be extended more than once.
The registration of an amendment notice extends the period of effectiveness for the period indicated in the amendment notice beginning from the time the current period would have expired if the amendment notice had not been registered
The law requires the secured party to cancel or discharge the registration after the debtor has discharged all obligations to the secured party under the security agreement e.g. repayment of the loan. In the event that the secured party does not cancel the registration, the debtor may send a formal request to do so. If the secured party still does not cancel the registration, the debtor may seek redress through a court of law to issue an order for the cancellation of the registration.
Priority
Priority is a concept related to the rights a secured party has over the debtor’s collateral compared to another party that has a right to that same collateral. Issues of priority arise in situations in which the debtor has granted security interests to multiple secured parties in the same collateral or the debtor has other claims against the general assets e.g. a third party has a judgment against the debtor or the debtor owes money to the employees, etc.
A subordinate security interest is one held by a secured party that has lower priority than another secured party to specific collateral. For instance, the debtor owns an asset that it has used as collateral with Bank 1. Bank 2 also has a security interest in the same asset but it is subordinate because it registered a registry notice form after Bank 1 did.
Subordinate security interests are legal and you may create more than one security interest in the same collateral. Secured parties may also prohibit the debtor from using the same asset as collateral with another secured party in which case the debtor may breach the security agreement if it creates a subordinate security interest.
Enforcement
In the event of default, the secured party has the right to enforce their security interest in the collateral.
Enforcing a security interest means that the secured party has legal remedies that include taking possession of the pledged collateral or disposing of the collateral through a sale and keeping some or all of the proceeds. The law allows the secured party to proceed extra-judicially i.e. without having to obtain a court order before repossessing the collateral. The secured party may also choose to apply to the court to authorize enforcement of the security interests in the collateral. The debtor may also apply to the court to suspend enforcement if it believes that the secured party is damaging the collateral or has sold it for low value.
Disposal of the collateral is a legal term that basically means selling the collateral in an auction and applying the proceeds received from the sale to repay the loan. The proceeds received upon the sale of the collateral are given first to the secured party to satisfy their remaining obligation under the security agreement and cover any expenses associated with the disposal of the collateral. If there are remaining proceeds, they are then distributed between those with remaining security interests or returned to the debtor. The debtor will not receive any proceeds from the sale unless all secured obligations that were owed to all secured parties have been fully satisfied.
If the collateral does not sell for enough to cover the remaining secured obligation owed to the secured party, the secured party has the right to obtain the remaining amount from the debtor directly or through other assets. The secured party may initiate a legal action against the debtor and get a judgment for the amount owed.
Yes. Just because the security interest isn’t registered does not mean the security agreement is not valid. If, however, the security agreement has some defects such as the debtor did not sign it or it did not describe any collateral, then the secured party would not be able to enforce it.