Introduction
During the past week Mr Leon Rockliffe, attorney-at-law, has written two letters on developments affecting the Deeds Registry, arguably the most important depository of business information in Guyana, the regulator for businesses and companies, and the authority for a number of critical functions regarding real property. In that sense its vital importance to property rights, the registration of businesses, the incorporation and registration of companies, and the repository of corporate documents cannot be overstated.
The Deeds Registry derives its ‘modern’ origin to 1919 and the act “to regulate the Office of the Registrar of Deeds, and to amend the law relating to the execution and registration of Transports and Mortgages and other Deeds.” Space does not permit the reproduction of the several duties and functions of the Registry, all of which remain, but now fall under a Deeds Registry Authority, a new corporate entity but without supervisory oversight.
In 1999 the government passed an act piloted by the current Attorney General Mr Charles Ramson, setting up a Deeds Registry Authority the functions of which are set out in section 4 of the act as –
(a) the functions assigned to the Registrar and to the Registry under –
i the Deeds Registry Act;
ii the Companies Act 1991;
iii the Business Names (Registration Act);
iv the Powers of Attorney Act;
v the Bills of Sale Act;
vi the Trademarks Act;
vii the Patents and Designs Act;
viii the Civil Law of Guyana Act;
ix the Land Registry Act; and
x any other written law or other legal document.
Retroactivity
As is clear, these are not insignificant matters and suggest that Mr Ramson, Attorney General and Minister of Legal Affairs should have treated the act with more seriousness. The (Deeds Registry) Act had been lying idle for the better part of ten years since like the Amerindian Act, it required an Order to bring it into force. Recently, the same Attorney General signed Order 31 of 2010 published in the Official Gazette of Saturday, November 13, 2010, purporting to bring the act into force from October 1, 2010, approximately six weeks earlier. That publication was the cause of the two letters by Mr Rockliffe who correctly pointed out that there were a number of steps to be taken before the act could be brought into force.
This was a grave oversight by Mr Ramson who would be expected to be familiar with the contents of the 1999 act. The Order is clearly out of place and instead of adding clarity, we have confusion reminiscent of the bringing into effect the 1991 Companies Act on May 25, 1995 without informing the Registrar of Companies. In the case of the Deeds Registry Act the staff in the Registry have not only been kept in the dark but have been unable to exercise their employment rights under the act.
Recall and review
Mr Rockliffe raises some further issues. Despite the creation of an authority there are no directors and it would seem that the Registrar who becomes the Chief Executive Officer would report direct to the Minister! There is an advisory board consisting of the Chief Justice which creates a patent potential conflict of interest, the Solicitor General, a position that has been effectively abolished more that 12 years ago and the State Solicitor, a post which ceased to exist for close to seven years.
With all these problems, it would be hard to find any person who would not ask that the Order be recalled and the act amended to make it more sensible and practical.
The Deeds Registry needs major inputs to enable it to function properly and effectively. Some lawyers relate horror stories of improprieties, inadequate staff and consequently poor service. It is true that there have been some improvements recently and some of the staff make exceptional efforts in still challenging circumstances. But something is wrong when New Guyana Limited, the publicly owned but PPP controlled publishers of the Mirror, a recipient of government advertisements can operate for close to twenty years without submitting an annual return.
Different strokes
NICIL, the government controlled company to which moneys due to be paid into the Consolidated Fund are diverted and spent illegally and without regard for accountability has similarly been allowed to exist without filing returns. Compare this with say, the Linden Legal Aid Centre incorporated in 2007 and struck off the register of companies earlier this year for non-filing. It was subsequently restored after filing the statutorily required documents.
Linden Legal Aid was not alone, but is among close to 200 companies that were struck off the register of companies in 2010. The reluctance or failure of the Deeds Registry to act against NICIL and the New Guyana Company Limited at least requires an explanation for the uneven treatment which gives the appearance of discrimination, something forbidden in our constitution.
Conclusion
What is the point of having property rights guaranteed under the constitution if the records are so inadequately kept as to risk the loss of ownership and to encourage improprieties? This column has also pointed out the need to review and amend the Companies Act 1991 which has remained untouched for nearly twenty years. It is hard to believe that our learned Attorney General would not be aware of some of the inadequacies of the nine specific acts administered by the Deeds Registry, their need for updating, and the making of new and revised regulations. Such deficiencies go to the rule of law, property rights and a modern business infrastructure. If he is aware and chooses to do nothing, then we have a bigger problem than a poorly issued Order 31.