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Chapter 90:12 - Bills of Sale

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L.R.O. 1/2012
LAWS OF GUYANA
BILLS OF SALE ACT
CHAPTER 90:12
Act
22 of 1916
Amended by
4 of 1972
1 – 19 ... 1/2012 (inclusive) by L.R.O.
Pages Authorised
Current Authorised Pages
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Note
on
Subsidiary Legislation
This Chapter contains no subsidiary legislation.

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CHAPTER 90:12
BILLS OF SALE ACT
ARRANGEMENT OF SECTIONS
SECTION
1. Short title.
2. Application of Act.
3. Interpretation.
PART I
4. Application of Act to trade machinery.
5. Certain instruments giving powers of distress or levy to be subject to
this Act.
6. Fixtures or growing crops not to be deemed separately assigned
when the land passes by the same instrument.
7. Avoidance of certain duplicate bills of sale.
8. Attestation and registration of bills of sale.
9. Renewal of registration.
10. (1) Form of register.
(2) Affidavit of renewal.
11. The Registrar.
12. Rectification of register.
13. Entry of satisfaction.
14. Copies and searches.
15. Affidavits.
16. Fees.
17. Regulations.
18. Time for registration.
PART II
19. Application of provisions of Part II.
20. Schedule to bill of sale.
21. Bill of sale not to affect after-acquired property.
22. Exception as to certain things.
23. Bill of sale with power to seize (except in certain events) to be void.

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SECTION
24. Bill of sale to be void unless attested and registered.
25. Form of bill of sale.
26. Bill of sale under $150 to be void.
27. Chattels not to be removed or sold.
28. Bill of sale not to protect chattels against summary or parate
execution.
SCHEDULE—Forms.
__________________________ 1929 Ed.
c. 67
1953 Ed.
c. 337 _______________________________________________________
22 of 1916 An Act to provide for Bills of Sale of Personal Chattels and
for their form in certain cases.
[1ST JANUARY, 1917]
Short title.

Application of
Act.
Interpretation.
1. This Act may be cited as the Bills of Sale Act.
2. This Act shall apply to every bill of sale executed
on or after the 1st January, 1917 (whether absolute, or subject
or not subject to any trust), whereby the holder or grantee has
power, either with or without notice, and either immediately
or at any future time, to seize or take possession of any
personal chattels comprised therein or made subject thereto.
3. In this Act—
“bill of sale” includes bills of sale, assignments, transfers,
declarations of trusts without transfers, inventories of
goods with receipt thereto attached, or receipts for
purchase moneys of goods, and other assurances of
personal chattels, and also powers of attorney,
authorities, or licences to take possession of personal
chattels as security for any debt, and also any agreement
BILLS OF SALE ACT
CHAPTER 90:12
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Exemptions.

Saving of
whether intended or not to be followed by the execution
of any other instrument, by which a right in equity to any
personal chattels, or to any charge or security thereon,
is conferred, but does not include the following
documents, that is to say—

(a) assignments for the benefit of the
creditors of the person making or
giving them, marriage settlements,
transfers or assignments of any ship
or vessel or any share thereof,
transfers of goods in the ordinary
course of business of any trade or
calling, bills of sales of goods in
foreign ports or at sea, bills of lading,
India warrants, 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,
authorising or purporting to
authorise, either by endorsement or
by delivery, the possessor of the
document to transfer or receive
goods thereby represented; or
(b) an instrument charging or creating
any security on, or declaring trusts of,
imported goods, given or executed at
any time prior to their deposit in a
warehouse, factory, or store, or to
their being reshipped for export, or
delivered to a purchaser not being
the person giving or executing that
instrument:
Provided that nothing in this paragraph shall affect the c. 12:21.
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operation of section 42 of the Insolvency Act in respect of
goods comprised in any instrument in this paragraph
described if those goods would otherwise be goods within
the meaning of subparagraph (c) of that section;
“personal chattels” means goods, furniture, and other articles
capable of complete transfer by delivery, and (when
separately assigned or charged) fixtures and growing
crops, but does not include—
(i) any interest whatsoever in
immovable property;
(ii) fixtures (except trade
machinery as hereinafter
defined) when assigned
together with a freehold or
leasehold interest in any land
or building to which they are
affixed;
(iii) growing crops when assigned
together with any interest in
the land on which they grow;
(iv) shares or interests in the stock,
funds, or securities of any
Government, or in the capital
or property of incorporated or
joint stock companies;
(v) choses in action;
(vi) any stock or produce upon any
farm or lands which by virtue
of any covenant or agreement
or of the custom of the country
ought not to be removed from
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Application of
Act to trade
machinery.
any farm where they are at the
time of making or giving of the
bill of sale;
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, mill,
warehouse, building, 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
has been taken by or given to any other person;
“prescribed” means prescribed by rules made under this Act.
PART I
4. (1) From and after the commencement of this Act
trade machinery, for the purposes of this Act, shall be deemed
to be personal chattels, and any mode of disposition of trade
machinery by the owner thereof which would be a bill of sale
as to any other personal chattels shall be deemed to be a bill
of sale within the meaning of this Act.
(2) For the purposes of this Act—
(a) “trade machinery” means the
machinery used in or attached to any
factory or workshop, exclusive of—
(i) the fixed motive-powers, such
as their water-wheels and
steam engines, and their
steam-boilers, donkey engines,
and other fixed appurtenances;
and

(ii) the fixed power machinery,
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Certain
instruments
giving powers
of distress or
levy to be
subject to this
Act.
Fixtures or
growing crops
not to be
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
(iii) the pipes for steam, gas, and
water in the factory or
workshop.
The machinery or effects excluded by this subsection
from the definition of trade machinery shall not be deemed to
be personal chattels within the meaning of this Act;
(b) “factory or workshop” means any
premises on which any manual
labour is exercised by way of trade, or
for purposes of gain, in or incidental
to the making of any article or part of
an article, or the altering, repairing,
ornamenting, finishing, of any article,
or the adapting for sale of any article.

5. Every attornment, instrument, or agreement, not
being a mining lease, whereby a power of distress or levy is
given or agreed to be given by any person to any other person
by way of security for any present, future, or contingent debt
or advance, and whereby any rent is reserved or made
payable as a mode of providing for the payment of interest on
that debt or advance, or otherwise for the purpose of the
security only, shall be deemed to be a bill of sale, within the
meaning of this Act, of any personal chattels which may be
seized or taken under the power of distress.
6. (1) No fixtures or growing crops shall be deemed,
under this Act, to be separately assigned or charged by reason
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deemed
separately
assigned when
the land passes
by the same
instrument.

Avoidance of
certain
duplicate bills
of sale.
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 the
land or building, or land, if by the same instrument any
freehold or leasehold interest in the land or building to which
those fixtures are affixed, or in the land on which those crops
grow, is also conveyed or assigned to the same person or
persons.

(2) The same rule of construction shall be applied
to all deeds or instruments, including fixtures or growing
crops, executed before the commencement of this Act and
then subsisting and in force, in all questions arising under any
insolvency, liquidation, assignment for the benefit of
creditors, or execution of any process of a court, which takes
place or is issued after the commencement of this Act.
7. Where a subsequent bill of sale is executed within
or on the expiration of seven days after the execution of a
prior unregistered bill of sale, and comprises all or any part of
the personal chattels comprised in the prior bill of sale, then,
if the subsequent bill of sale is given as a security for the same
debt as is secured by the prior bill of sale, or for any part of
that debt, it shall, to the extent of which it is a security for the
same debt or part thereof, and so far as respects the personal
chattels or part thereof comprised in the prior bill, be
absolutely void, unless it is proved to the satisfaction of the
court having cognizance of the case that the subsequent bill of
sale was given in good faith for the purpose of correcting
some material error in the prior bill of sale, and not for the
purpose of evading this Act.
8. (1) A bill of sale shall be attested and registered
under this Act in the following manner:
(a) the execution of every bill of sale shall
be attested by two credible witnesses
[4 of 1972]
bills of sale.
registration of
Attestation and

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who are not parties thereto;
(b) the bill, with every schedule or
inventory thereto annexed or therein
referred to, and also a true copy of the
bill and of every schedule or
inventory, and of every attestation of
the execution of the bill together with
an affidavit of the date, hour, and
minute when the bill is made or
given, and of its due execution and
attestation, and a description of the
residence and occupation of the
person making or giving it (or if it is
made or given by anyone under or in
the execution of any process, then a
description of the residence and
occupation of the person against
whom that process is issued), and of
every attesting witness to the bill,
shall be presented to, and the copy
and affidavit shall be filed with, the
Registrar of Deeds within seven clear
days after the making or giving of the
bill, and a notice that a bill of sale has
been filed shall be published by the
Registrar in the Gazette within
twenty-one days after the filing;
(c) 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, that
defeasance, condition, or declaration
shall be deemed to be part of the bill,
and shall be written on the same
paper or parchment therewith before
the registration, and shall be truly set
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Renewal of
registration.
Schedule;
Form 1.
Form of
register.
Schedule;
Form 2.
forth in the copy filed under this Act
therewith and as part thereof,
otherwise the registration shall be
void.
(2) If two or more bills of sale are given,
comprising in whole or in part any of the same chattels, they
shall have priority in the order of the date of their registration
respectively as regards those chattels.
(3) A transfer or assignment of a registered bill of
sale shall be attested and registered like a bill of sale but need
not be advertised.
9. (1) The registration of a bill of sale, whether
executed before or after the commencement of this Act, must
be renewed annually, and if a period of more than one year
elapses from the registration or renewed registration of a bill
of sale without a renewal or further renewal (as the case may
be), the registration shall become void.
(2) The renewal of a registration shall be effected
by filing with the Registrar an affidavit 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,
and the affidavit may be in Form 1 given in the Schedule.
(3) A renewal of registration shall not become
necessary by reason only of a transfer or assignment of the
bill of sale.
10. (1) The Registrar shall keep a book (in this Act
called “the register”) for the purposes of this Act, and shall,
upon the filing of a bill of sale or copy under this Act, enter
therein in Form 2 in the Schedule, or in any other prescribed
form, the name, residence, and occupation of the person by
whom the bill was made or given (or in case it was made or
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Affidavit of
renewal.

The Registrar.
[4 of 1972]
Rectification of
register.
given by any person under or in the execution of process,
then the name, residence, and occupation of the person
against whom that process was issued, and also the name of
the person or persons to whom or in whose favour the bill
was given), and the other particulars shown in the Schedule
or to be prescribed under this Act, and shall number all bills
registered in each year consecutively, according to the
respective dates of their registration.

(2) Upon the filing of an affidavit 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 bill of sale or copy originally filed shall be
thereupon marked with the number affixed to the
affidavit of renewal.
(3) The Registrar shall also keep an index of the
names of the grantors of registered bills of sale with reference
to entries in the register of the bills of sale given by each of
those grantors, and the index shall be arranged in divisions
corresponding with the letters of the alphabet, so that all
grantors whose surnames begin with the same letter (and no
others) shall be comprised in one division, but the
arrangement within each division need not be strictly
alphabetical.
11. The Registrar of Deeds shall be the Registrar for
the purposes of this Act.
12. Any judge of the High Court on being satisfied
that the omission to register a bill of sale, or an affidavit of
renewal thereof, within the time prescribed by this Act, or the
omission or misstatement of the name, residence, or
occupation of any person, was accidental or due to
inadvertence, may in his discretion order the omission or
misstatement to be rectified by the insertion in the register of
the true name, residence, or occupation, or by extending
the time for registration on the terms and conditions (if any)
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Entry of
satisfaction.
Copies and
searches.
Affidavits.
as to security, notice by advertisement or otherwise, or as to
any other matter, he thinks fit to direct.

13. Subject to and in accordance with rules to be
made under and for the purpose of this Act, the Registrar
may order a memorandum of satisfaction to be written upon
a registered copy of a bill of sale, upon the prescribed
evidence being given that the debt (if any) for which that bill
of sale was made or given has been satisfied or discharged.
14. (1) Anyone shall be entitled to have an office copy
or extract of any registered bill of sale and affidavit of
execution filed therewith, or copy thereof and of any affidavit
filed therewith (if any), or registered affidavit of renewal,
upon paying for it at the like rate as for office copies of
documents of the High Court, and any copy of a registered
bill of sale and affidavit purporting to be an office copy
thereof, shall in all courts and before all arbitrators or other
persons, be admitted as prima facie evidence thereof, and of
the fact and date of registration as shown thereon.
(2) From and after the commencement of this Act
anyone shall be entitled at all reasonable times to search the
register, on payment of a fee of twenty-five cents or any other
prescribed fee, and subject to the prescribed regulations, and
shall be entitled at all reasonable times to inspect, examine,
and make extracts from, any and every registered bill of sale,
without being required to make a written application, or to
specify any particulars in reference thereto, upon payment of
twenty- five cents for each bill of sale inspected:
Provided that those extracts shall be limited to the
dates of execution, registration, renewal of registration, and
satisfaction, to the names, addresses, and occupations of the
parties, to the amount of the consideration, and to any further
prescribed particulars.
15. Every affidavit required by or for the purposes of
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Fees.
Regulations.
[4 of 1972]
Time for
registration.

Application of
provisions of
Part II.

Schedule to bill
of sale.
this Act may be sworn before a commissioner for oaths and
whoever wilfully makes or uses any false affidavit for the
purposes of this Act shall be deemed guilty of wilful and
corrupt perjury.
16. There shall be paid and received the following
fees, viz.—
On filing a bill of sale ... ... ... ... ... ... ... $1 00
On filing the affidavit of execution of a bill of sale 1 00
On filing the affidavit for the purpose of
re-registering a bill of sale (to include the
fee for filing) ... ... ... ... ... ... ... ... ... ... ... 1 00
For publication of any notice by the Registrar
in the Gazette ... ... ... ... ... ... ... ... ... ... 1 00
17. Regulations for the making of fees and for the
general purposes of this Act may be made and altered from
time to time by the Minister.
18. When the time for registering a bill of sale expires
on a Sunday, or other day on which the Registrar’s office is
closed, the registration shall be valid if made on the next
following day on which the office is open.
PART II
19. This Part shall not apply to bills of sale as in this
Act defined which are given otherwise than by way of
security for the payment of money.
20. Every bill of sale shall have annexed thereto or
written thereon a schedule containing an inventory of the
personal chattels comprised in the bill of sale; and the bill of
sale except as hereinafter mentioned, shall have effect only in
respect of the personal chattels specifically described in that
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Bill of sale not
to affect after-
acquired
property.
Exception as to
certain things.
Bill of sale with
power to seize
(except in
certain events)
to be void.
schedule, and shall be void, except against the grantor, in
respect of any personal chattels not so specifically
described.
21. Except as hereinafter mentioned, a bill of sale
shall be void, save 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.
22. Nothing contained in the foregoing sections of
this Act shall render a bill of sale void in respect of any of the
following things:
(a) any growing crops separately
assigned or charged where they
were actually growing at the time
when the bill of sale was executed;

(b) any fixtures separately assigned or
charged, and any plant, or trade
machinery, when used in, attached to,
or brought upon, any land, farm,
factory, workshop, shop, house,
warehouse, or other place, in
substitution for any of the like
fixtures, plant, or trade machinery
specifically described in the schedule
to the bill of sale.

23. Personal chattels assigned under a bill of sale shall
not be liable to be seized or taken into possession by the
grantee for any other than the following causes, namely, if the
grantor—
(a) makes default in payment of the sum
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Bill of sale to be
void unless
attested and
registered.
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 necessary for
maintaining the security;
(b) becomes an insolvent or suffers the
goods or any of them to be distrained
for rent, rates or taxes;
(c) fraudulently either removes the
goods, or suffers them or any of them
to be removed, from the premises;
(d) does not, without reasonable excuse
upon demand in writing by the
grantee, produce to him his last
receipts for rent, rates, and taxes;
(e) has had execution levied against his
goods under any judgment at law:
Provided that the grantor may within five days from the
seizure or taking possession of any chattels on account of any
of the above- mentioned causes, apply to the High Court, or
to a judge thereof in chambers, and the Court or judge, if
satisfied that by payment of money or otherwise the cause of
seizure no longer exists, may restrain the grantee from
removing or selling the chattels, or may make any order that
seems just.
24. Every bill of sale to which Part II applies shall be
duly attested as provided in section 8 and shall be registered
and advertised as in that section provided within seven clear
days after the execution thereof, or, if it is executed in any
place out of Guyana, then within seven clear days after the
time at which it would in the ordinary course of post arrive in
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Form of bill of
sale;
Form 3.

Bill of sale
under $150 to
be void.
[4 of 1972]
c. 2:02
Chattels not to
be removed or
sold.

Bill of sale not
to protect
chattels against
summary or
parate
execution.
s. 9
Guyana if posted immediately after the execution thereof; and
shall truly set forth the consideration for which it was given;
otherwise the bill of sale shall be void in respect of the
personal chattels comprised therein.

25. A bill of sale made or given by way of security for
the payment of money by the grantor thereof shall be
void unless made in accordance with Form 3 in the
Schedule.
26. Every bill of sale made or given after the coming
into operation of the Law Revision Act, 1972 in consideration
of any sum under one hundred and fifty dollars shall be void.
27. All personal chattels seized or of which possession
is taken after the commencement of this Act, under or by
virtue of a bill of sale (whether registered before or after the
commencement of this Act), shall remain on the premises
where they were so seized or so taken possession of, and
shall not be removed or sold until after the expiration of
five clear days from the day they were so seized or so taken
possession of.
28. A bill of sale to which this Act applies shall be no
protection in respect of personal chattels included therein
which but for that bill of sale would have been liable under
summary or parate execution for the recovery of taxes.
SCHEDULE
FORMS FORM 1
I (A.B.), ........................., of ...................................., do
swear that a bill of sale, bearing date the ........................day of
........................... 20......(insert the date of the bill), and made
between (insert the names and descriptions of the parties in
the original bill of sale), and which said bill of sale (or, and a
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s. 10
s. 25
copy of which said bill of sale, as the case may be) was
registered on the...................day of................20 ..........(insert
date of registration), is still a subsisting security.
Sworn, etc.
_____________________
FORM 2
__________________________
FORM 3
FORM OF BILL OF SALE FOR SECURITY OR
PAYMENT OF MONEY
This Indenture made the.......................day
of................................., between A.B., of ..............................., of
the one part, and C.D., of........ ............................, of the other
part, witnesseth that in consideration of the sum of

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$................................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. cloth hereby
assign unto C.D., his executors, administrators, and assigns,
all and singular the several chattels and things specifically
described in the schedule hereto annexed by way of
security for the payment of the sum of $............... and interest
thereon at the rate of .............per cent per annum (or
whatever else may be the rate). 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 the interest then due,
by equal ........payments of $ ...........on the........day of
................(or whatever else may be the stipulated times or time
of payment). And the said A.B. cloth 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
twenty-three hereof.
In witness, etc.
Signed by the said A.B. in the presence of us E.F. and
G.H. (add witnesses’ names, address, and description).
_________________________