SHIP REGISTRATION AND SHIP MORTGAGES IN MALAYSIA

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1 Page 1 Malayan Law Journal Articles/2000/Volume 3/SHIP REGISTRATION AND SHIP MORTGAGES IN MALAYSIA [2000] 3 MLJ vii Malayan Law Journal Articles 2000 SHIP REGISTRATION AND SHIP MORTGAGES IN MALAYSIA Jeremy M Joseph LLM (Southhampton) Advocate & Solicitor, High Court of Malaya At the end of 1998, the Maritime Department recorded 3,001 Malaysian registered vessels with a combined total of 5,864,750 gross tonnage ('GRT') as compared to 433 vessels (733,225 GRT) in 1982, reflecting the impressive economic growth enjoyed by the country in the last decade. Despite this significant growth, the figures today only represent 17% of Malaysian vessels carrying international cargo. The expansion of the Malaysian fleet through ship registration will ultimately reduce reliance on foreign vessels and the services account deficit. This article will briefly cover the registration of ships and mortgages in Malaysia. The Merchant Shipping Ordinance 1952 The Malaysian Registry of Ships is regulated by the Merchant Shipping Ordinance 1952 ('the MSO'). The MSO has been amended on several occasions, most recently by the Merchant Shipping (Amendment) Act The MSO was extended to Sabah and Sarawak on 1 June 1991, by order made by the Minister of Transport (PU(B)280/91). The MSO governs, inter alia, the registration of ships under the Malaysian Registry and also the registration and discharge of statutory ship mortgages. It is compulsory for all Malaysian ships to be registered pursuant to the MSO unless exempted by the said Ordinance. For example, if the ship does not exceed 15 tons nett and is used for navigation on the rivers and coastal waters of Malaysia, it is exempted from registration. Is it possible for an owner of a yacht or pleasure boat to register his property? Yes, though not necessarily required by law unless it is more than 15 tons nett. Owners who do not register their yachts or pleasure boats encounter difficulty, especially when transferring ownership or financing of the sale and purchase, because a certificate of registration is required for these transactions. Furthermore, they would not be able to ship bonded or drawback stores. The MSO also exempts any local fishing vessel not exceeding 500 tons gross as long as it is licensed under the relevant law on fisheries. 1 Eligibility to register a Malaysian ship Section 11(1) of the MSO is the operative provision concerning the registration and ownership of a Malaysian ship, but the new amendments made by the Merchant Shipping (Amendment) Act 1998 now provide for a Malaysian international ship registry. Section 66B(1) of the Merchant Shipping (Amendment) Act 1998 states that: Notwithstanding s 11, the Registrar-General may register a ship as a Malaysian ship under this Part, irrespective of where the ship was built, if it is owned by a corporation 2 that satisfies the following requirements: (a) (b) the corporation is incorporated in Malaysia; an office of the corporation is established in Malaysia ; and

2 Page 2 (c) the majority of the shareholding, including the voting shares, of the corporation are held by Malaysian citizens. The MSO also allows the Registrar-General discretion not to assign any reason if he refuses to register a ship as a Malaysian ship. 3 In addition, the Minister of Transport may, if he thinks fit, prescribe other requirements in addition to the requirements above. 4 Proedures for registration It is not possible to list down every procedural requirement for registration but certain aspects need to be addressed. First, all applications for registration must be made to the Registrar-General by the shipowning company. If the applicant is an individual, it should be made in his capacity as a shipowner. If the application is made by more than one person, then it should be made by their agent and must be authorized in writing, under the common seal of the corporation if appointed by the shipowner. 5 The application for registration must be made in the Form prescribed by statute with a statutory declaration containing the following particulars: (a) (b) (c) (d) (e) (f) (g) (h) the name of the ship and its existing tonnage (if known); a statement of the date and place of building of the ship; a statement as to the owner of the ship and the citizenship of such owner; and if the ship is owned by more than one person, the number of shares each is entitled to; a statement of the name of the master of the ship and his citizenship; a statement that no other person (other than those declared) is entitled as owner to any legal or beneficial interest in the ship or any share thereof; except where the operator and the owner of the ship are the same person, the name and citizenship of the operator of the ship; a declaration that the particulars stated in the form are true to the best of the owner's knowledge and belief; and such other particulars as may be prescribed (eg classification of the ship). Before a ship may be registered in Malaysia, the owner must have it surveyed and measured by the surveyor of ships. 6 The surveyor of ships shall grant, in an appropriate case, a certification specifying the ship's tonnage and build in addition to any particulars the Registrar-General may request from the owner. Once the registrar is satisfied with the information he has received and noted it in the register book, 7 the shipowner in addition to the declaration of ownership must produce a builders' certificate 8 signed by the shipbuilder. If he does not have a builders' certificate, then he will need to produce an instrument of sale 9 under which the ship or share therein has become vested in the owner as evidence on first registry. The Malaysian Registry does not have its own classification society but independent classification societies like Lloyds Register of Shipping do operate in Malaysia and should be able to provide this information. Certificate of registry Upon complying with the foregoing procedure, the certificate of registry will be issued by the Registrar-General in the prescribed form. However, the position differs slightly in respect of a ship that has a foreign certificate of registry. Where a ship has a foreign certificate of registry, 10 and it has been cancelled or the authority which issued it has consented to its surrender and cancellation, the Registrar may, at the request of the applicant and on payment of the prescribed fee, issue a provisional certificate of registration 11 provided the ship is in a sea worthy condition; and the necessary marking 12 on the vessel as required by the MSO has been carried out. The registarar may later issue a permanent certificate of registry provided certain conditions are satisfied: first, the foreign registry of the ship has been cancelled; secondly, the ship has been marked according to the requirements under s 18 of the MSO, and thirdly a certificate of measurement has been issued. 13 Transfer of ship or share

3 Page 3 The transfer of a registered ship or share therein is executed through a bill of sale. 14 This is a document whereby the seller transfers the ship, or shares to the buyer. The usual terms found in a bill of sale include the names of the parties, the price or consideration of sale, a receipt acknowledging payment, a description of the ship, details of what is to pass to the purchaser under the sale, covenants as to the right of the seller to pass good title and that the vessel is free from encumbrances; for example, legal mortgages or maritime liens. Basically, a bill of sale is evidence of a transfer of the ship or share. Every bill of sale shall be produced to the registrar of the port of registry who shall enter into the register book the name of the transferee as the owner of the ship or share. 15 Transmission of property in ship Sometimes, property in a registered ship or share therein is transmitted to a person qualified to own a Malaysian ship by marriage, death, bankruptcy or by any lawful means other than by a transfer under the MSO. In those circumstances, the registrar, upon receiving the declaration of transmission, will record this into the register book, the name of the new owner. 16 On the other hand, if the property in a registered ship or a share therein is transmitted by the foregoing means to a person not qualified to own a Malaysian ship, then the High Court may, on an application by or on behalf of the unqualified person, order a sale of the property so transmitted, and direct the proceeds of the sale to be paid to the person entitled or the court may make such an order as the justice of the case requires. 17 It must be noted that such applications for sale must be made within four weeks of the transmission of the property to the unauthorized person. If this is not done, then the property shall be subject to forfeiture. Tax incentives and ship financing A person resident in Malaysia for the basis of a year to year assessment is exempt from income tax if he carries on the business of transporting passengers or cargo by sea on a Malaysian ship. 18 In 1998, the Minister of Finance exempted shipowners chartering out vessels on time and voyage basis from income tax. The Income Tax (Exemption) (No 29) Order 1998 (PU(A) 473/98) is a result of the government's initiative to assist Malaysian shipowning enterprises. The Order reversed the effect of a ruling in Sobrin Kapal'scase 19 where the High Court held that owners were not tax-exempted for chartering out their ships. Ship financing, though, is still at a very infant stage. It was spearheaded by the government to stimulate growth in the shipping industry in line with its policy to develop ancillary industries to support the local shipping, shipbuilding and other marine-related industries. Some of the strategies formulated by the government include the establishment of Bank Industri to develop fiscal incentives and financing for the industry through a billion ringgit ship financing fund. In 1993, Global Maritime Ventures Bhd, a subsidiary of Bank Industri, was established as a vehicle to manage and operate the fund. Due to the economic slump in 1997 and 1998, many banks were reluctant to disburse loans to local shipowners who were unable to increase their fleets without access to additional funds. This prompted the Minister of Finance and Bank Negara to boost government allocations for ship financing, resulting in high percentage approvals of 91.48% as of December Now that the economy is showing positive signs of recovery, banks and financial institutions are encouraged to play a greater part in ship financing. Some of the facilities provided by local banks include term loans for building new ships and second-hand vessels, overseas guarantees, ship operation revolving credit and equity financing. There are also offshore banks in Labuan that provide competitive ship financing. Ship mortgages The ship mortgage is the most important security document in the transfer of a ship. It gives the mortgagee in rem rights over the vessel and priority over other creditors in the event of default. It is advisable to register a mortgage, though non-registration will not affect its validity. The downside to that is, if it is not registered then it confers no right to claim the proceeds of a sale in terms of priority. To determine priority what really matters is the registration date in the book rather then the date of the mortgage itself. 20 Statutory mortgages under the MSO

4 Page 4 The MSO provides for a ship registered in Malaysia or a share therein to be mortgaged for a loan or other valuable consideration. 21 However, the statutory mortgage must be in a prescribed form 22 and needs to be lodged with the registrar. This is normally accompanied by a deed of covenant entered into by both parties. The usual terms of a deed of covenant would include representations and warranties that the vessel will operate in accordance with applicable laws, properly classed, free from encumbrances, liens (except crew wages) or legal proceedings against the owner or the ship. It will also state that a notice of mortgage will be displayed in the chart room and the masters' cabin on the ship. The MSO also expressly protects the ownership rights of the shipowner and s 44 thereof provides: The mortgagee shall not by reason of the mortgage be deemed to be the owner of the ship or the shareholder, nor shall the mortgagor be deemed to have ceased to be the owner thereof except as far as may be necessary for making a mortgaged ship or share available as a security for the mortgage debt. Section 46 of the MSO states that a registered mortgage is not affected by the mortgagor's bankruptcy provided the mortgage was registered before the adjudication of bankruptcy. Furthermore, the bank which has no notice of the owners' act of bankruptcy is protected by s 54 of the Bankruptcy Act provided the mortgage transaction is completed before the receiving order. The bank also has preference over any right, claim or interest of any creditor, trustee or assignee. 24 Equitable mortgages Equitable mortgages may be created when a mortgage in a statutory form is executed but not registered or by depositing the ship's documents of title with the mortgagee. This means that there was no transfer of legal title of the ship from the mortgagor to the mortgagee for the debt secured on the ship. Equitable mortgages can be used for foreign-owned or unregistered ships, eg Malaysian ships with less than 15 tons nett like leisure crafts or yachts. The main problem with equitable mortgages is that although valid, it takes second place or lower priority to statutory mortgages. Enforcement A mortgagee, usually a bank, has the right to enforce the mortgage either by statute or incorporating terms in the covenant to that effect. The mortgagee may arrest the vessel to secure his claim against the defaulting mortgagor. An arrest of a vessel is a right 'in rem' or against the property founded on the law of admiralty. It is the most valuable right the bank has against the defaulting shipowner because by arresting his vessel the shipowner is forced to give security for his debt, which is usually in the same amount of the ship's value. In Malaysia, the power and jurisdiction of the High Court in admiralty matters is governed by s 24(b) of the Courts of Judicature Act The section provides that Malaysian courts shall have the same jurisdiction and power as that of the English High Court under the Supreme Court Act Section 20(7) of the Supreme Court Act 1981 provides that a right in rem accrues in so far as it relates to mortgages and charges, to all mortgages and charges, whether registered or not or whether legal or not. It is clear that the mortgagee would be able to arrest a vessel to enforce a statutory mortgage. The question is, can the mortgagee arrest for an equitable mortgage? One view is that the MSO only provides for registered mortgages and that the Act does not recognize equitable mortgages, therefore the bank has no right of arrest under Malaysian law for equitable mortgages. However, in a Singaporean case, The Jarguh Sawit [1995] 3 SLR 840, the courts took the view that s 3(4)(c) of the Singapore High Court (Admiralty Jurisdiction) Act (Cap 123) embraced all mortgages whether legal or equitable as long as it is valid. The courts interpreted the term 'registered or not or whether legal or not...' to also include equitable mortgages. The provisions in s 3(4)(c) are identical to s 20(7) of the Supreme Court Act 1981, therefore it is submitted that a similar position should also apply in Malaysia. Secondly, if the shipowner is unable to provide security for an arrest the mortgagee has a statutory right to dispose of the vessel by judicial sale. 25 In claiming the proceeds of a judicial sale, the priority of the mortgagee is ranked after the Admiralty Sheriff's expenses and costs of arrests and maritime liens like seamen and crew wages, salvage charges etc.

5 Page 5 Another option is that the bank could take possession of the vessel. The bank may be advised to take possession by arresting the ship first. Taking possession can be actual -- where the bank may dismiss the master and crew on the vessel and replace them with new members -- or constructive, where the bank may give notice to the owner or charterer that it is taking over the vessel. A bank would be careful to exercise its right of possession because it would be contrary to its interest to also have to bear the cost of operating the vessel, which in a poor market may exceed the earnings. Furthermore, the bank could also be liable to the owner for losses arising out of the imprudent use of the vessel. Conclusion The above is a brief account of the law relating to ship registration and ship mortgages in Malaysia. There is still a lot of scope for development; for example, certain countries like the UK are now allowing the registration of bareboat charters to take advantage of tax benefits, joint ventures and lower costs. It is hoped that the proposed revamp of the Merchant Shipping Ordinance 1952 will bring about desired changes in the law of ship registration and mortgages in line with Malaysia's aspiration to be a truly maritime nation. 1 Section 13 of the MSO. 2 Section 66D(1) of the Merchant Shipping (Amendment) Act 1998 provides that a ship shall not be registered under this Part unless the corporation has a minimum paid-up capital of ten percent of the value of the ship or one million ringgit, whichever is higher. This only applies to the first ship registered by the corporation. 3 Ibid, s 66B(2). See also s 66E, which does not allow a ship to be registered under this Part unless: (a) it is fitted with mechanical means of propulsion and it is not less than 1,600 gross tonnage. Furthermore, the age of the ship shall not exceed 15 years for bulk carriers or tankers and 20 years for other vessels. However, the Minister of Transport may exempt any ship from these conditions at his discretion. 4 Ibid, s 66B(3). 5 Section 16 of the MSO. 6 Ibid, s Ibid, s Ibid, s 21(a). 9 Ibid, s 21(b). 10 Ibid, s This may be obtained from the registrar or a diplomatic consular upon application subject to conditions and restrictions prescribed by the registry. The provisional certificate is also valid for a maximum period of a year and is subject to the MSO and the same written laws that apply to an owner of a Malaysian ship. 12 See s 18 of the MSO. 13 Ibid, s 25(3). 14 Ibid, s 34(1). 15 Ibid, s Ibid, s Ibid, s Section 54A(1) of the Income Tax Act 1967 defines a Malaysian ship as a 'sea-going ship registered such under the Merchant Shipping Ordinance 1952, other than a ferry, barge, tug-boat, supply vessel, crew boat, lighter dredger, fishing boat or

6 Page 6 other similar vessel.' See also Halsbury's Laws of Malaysia (Vol 3) on revenue law contributed by Arjunan Subramaniam at p Unreported case (DG W of 1996). 20 Section 43 of the MSO provides that if there are more than one mortgage registered in respect of the same ship or share, the mortgages shall have priority in order of the date of which it is recorded in the book. 21 Ibid, s 41(1). 22 The Malaysian Registry issues four types of prescribed forms for two types of loans. These are: (a) mortgage (to secure account current etc) (individuals or joint owners); (b) mortgage (to secure account current etc) (body corporate); (c) mortgage (to secure principal sum and interest) (individuals or joint owners) and (d) mortgage (to secure principal sum and interest) (body corporate). 23 Section 54(d)(ii). 24 Section 46 of the MSO. 25 This is provided under s 45(1) the MSO and is most often a term of the mortgage itself. The bank has a statutory power of sale on the foreclosure of the mortgage, to dispose of the ship or share therein and to give effectual receipts for the purchase monies. However, if there is more than one registered bank, then unless the ship or share is sold by virtue of a court order, the agreement of all the other banks is required.

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