Distribution on an equal basis according to the number of donees.

Where a court consists of more than one judge, a statement made with the agreement of all the judges is said to have been made per curiam (literally, by the court),

A judicial decision is made per incuriam (literally, through lack of care) if it is made in ignorance of a relevant statutory provision or a relevant, binding decision of court, and awareness of that earlier provision or decision would have led to a different result.

Distribution on the basis of family or stock, the share then being subdivided equally between the members of the family or stock.

Property analysis: In this appeal the court was asked to determine the effect of the respondent attempting to transfer his legal interest in a property to the appellant for nil consideration by means of a TR1 which was both defective and unregistered.

Why is it necessary to perfect security? When a creditor takes security, it will be concerned with three issues: • whether the security is binding on the security provider (ie whether the security has been validly created)—see: Taking security—overview • whether the security is enforceable against third parties, and • whether the security has the intended priority as against other creditors with competing security interests in the same asset(s)—see: Priority of security—overview The term 'perfecting security' refers to steps taken following creation of the security to ensure enforceability against third parties such as creditors, liquidators and administrators. The term is also sometimes used in a broader sense to refer to steps that can be taken to improve or protect the creditor's position, eg in terms of obtaining a legal interest or to ensure the priority of its security. This Practice Note: • considers perfection by registration at Companies House (applicable to a company incorporated under the Companies Act 2006 (CA 2006) (a UK company) and a limited liability partnership incorporated under the Limited Liability Partnerships Act

This Checklist sets out the steps which property lawyers need to take to perfect security in a real estate finance transaction. Real estate finance lenders will typically want to take a full security package over all of the assets relating to the real estate. A real estate lawyer in a multi-disciplinary team will likely be responsible for arranging or inputting into the following securities and documentation: • security over the land, rental income, insurance proceeds, development and construction and contractual rights • reviewing the management agreement and negotiating a duty of care agreement (although in a multi-disciplinary team, this is sometimes handled by the banking and finance lawyer) • dealing with completion undertakings and post completion registration of the legal charge at Companies House and HM Land Registry as well as giving third party notices regarding rent payment, notice of charge where necessary of assignment of contractual rights or warranties See Practice Notes: Security in real estate finance transactions, Taking security over land and Taking security over unregistered land and Taking and perfecting security

Once security is validly created it is binding as between the security provider and the secured party. However, the security is not necessarily binding on third parties such as a liquidator or administrator of the security provider. In many cases, further steps must be taken to 'perfect' the security. Perfection is the means by which security is made enforceable against certain third parties (but not necessarily all third parties). For information about the third parties who may not be bound by security which has been perfected, see: The difference between perfection and priority below. Perfection can be achieved in a number of ways and the correct way of perfecting a particular security interest depends on: • the type of security interest granted • the type of entity granting the security, and • the type of asset which is secured by the security This Practice Note considers: • the differences between perfection and priority • registration at Companies House • registration on the UK Register of Aircraft Mortgages

Introduction Once security is validly created, it is binding as between the security provider and the secured party. However, the security is not necessarily binding on third parties such as a liquidator or administrator of the security provider. In many cases, further steps must be taken to 'perfect' the security. Perfection is the means by which security is made enforceable against certain third parties (but not necessarily all third parties). For information about the third parties who may not be bound by security which has been perfected, see: The difference between perfection and priority below. Perfection can be achieved in a number of ways and the correct way of perfecting a particular security interest depends on: • the type of security interest granted • the type of entity granting the security, and • the type of asset which is secured by the security For further details on why security is perfected and the ways in which it can be perfected, see Practice Note: Perfecting

Scope of this note Once security is validly created, it is binding as between the security provider and the secured party. However, the security is not necessarily binding on third parties such as a liquidator or administrator of the security provider. In many cases, further steps must be taken to perfect the security. Perfection is the means by which security is made enforceable against certain third parties (but not necessarily all third parties). The term is sometimes used in broader sense to refer to steps that can be taken to improve or protect a creditor’s position, eg in terms of obtaining a legal interest or to ensure the priority of its security. For information about the third parties that may not be bound by security that has been perfected, see The difference between perfection and priority below. Perfection can be achieved in a number of ways and the correct way of perfecting a particular security interest depends on: • the type of security interest granted • the type of entity granting the security, and

Scope of this note Once security is validly created, it is binding as between the security provider and the secured party. However, the security is not necessarily binding on third parties such as a liquidator or administrator of the security provider. In many cases, further steps must be taken to 'perfect' the security. Perfection is the means by which security is made enforceable against certain third parties (but not necessarily all third parties). For information about the third parties who may not be bound by security which has been perfected, see: The difference between perfection and priority below. Perfection can be achieved in a number of ways and the correct way of perfecting a particular security interest depends on: • the type of security interest granted • the type of entity granting the security, and • the type of asset which is secured by the security For further details on why security is perfected and the ways in which it can be perfected, see Practice Note:

The table below summarises the steps which must be taken in respect of security granted by a UK company over certain types of assets in order to perfect the security. Secured asset Is security registrable at Companies House? Is security registrable at a specialist registry? Does notice have to be given to a third party? Are any other steps required? Further information Land YES—CA 2006, s 859A(1) YES, at HM LAND REGISTRY (necessary if the security is to take effect as a charge by way of legal mortgage and for determining priority) NO (assuming that the interest in land is freehold) NO Registering security at Companies HousePerfecting security over land Shares YES, BUT IF THE SECURITY CONSTITUTES A ‘SECURITY FINANCIAL COLLATERAL ARRANGEMENT’, IT IS NOT NECESSARY TO REGISTER SECURITY OVER SHARES AT COMPANIES HOUSE—CA 2006, s 859A(6)(c) and SI 2003/3226, reg 4(4)(CA 2006, s 859A (Charges created by a company) and CA 2006, s 859H (Consequence of failure to register charges created by a company) do not apply to security over shares