Registering a charge at Companies House: What you need to know

There will probably be times in your company’s lifetime when you need to borrow money. This could be for a number of reasons, including a loan to buy a property, a substantial piece of equipment, or maybe a company car. In these instances, it pays to know about charges.

In this post, we’ll take a look at everything you need to know about registering a charge. Including, what a charge is, the different types of charge, who can register a charge, your deadline for registering a charge, and more. Let’s get started.

What is a charge?

A charge is a form of security that a company provides to a lender.

The charge is over an asset. This gives the lender the right to take said asset and the proceeds of any sale of the asset, if the terms of agreement between the company and the lender are not met.

Put simply, the lender can recoup the loan they gave by taking on and selling the asset or assets in question.

For example, a mortgage could be considered a type of charge. This is because, if the lender is not paid back, the ownership of the property is transferred to the lender.

Who is responsible for registering a charge with Companies House?

There is no set person or entity tasked with registering a charge.

The official guidance from Companies House is that it can be anyone ‘interested in the charge’.  Typically this will be one of the following:

• The company (the borrower)
• The lender
• An agent working on behalf of the lender

How to register a charge with Companies House

You can register a charge online using Companies House WebFiling (£15 per charge) or via paper documentation using the ‘MR01 Particulars of a charge’ form (£24 per charge).

As you would expect, registering a charge online is quicker than registering a charge via the paper form.

The paper method is entirely the same for companies, lenders, and lenders’ agents.

The online method is mostly the same for companies, lenders, and lenders’ agents. The only difference is the information you need to provide directly after logging in to WebFiling.

To register a charge online as the company you will need:

• a Companies House WebFiling account (register here if you don’t have one)
• the company’s jurisdiction
• a company authentication code
• the company name
• the company number
• the date that the charge was created
• the full name(s) of the lenders(s), referred to as ‘person entitled to the charge’
• a full description of the charge
• specific information about the charge, including whether it’s fixed or floating
• a certified copy (PDF) of the written instrument

To register a charge online as the lender (or agent) you will need:

• a Companies House WebFiling account (register here if you don’t have one)
• the company’s jurisdiction
• a lender authentication code (this can be obtained by completing the ‘Application to register as a lender – for filing electronic charge documents’ form)
• a presenter authentication code (again, this can be obtained by completing the ‘Application to register as a lender – for filing electronic charge documents’ form)
• the company name
• the company number
• the date that the charge was created
• the full name(s) of the lenders(s), referred to as ‘person entitled to the charge’
• a full description of the charge
• specific information about the charge, including whether it’s fixed or floating
• a certified copy (PDF) of the written instrument

Once submitted, Companies House will confirm receipt of the application within two days of receiving it.

Approximately five days after the charge has been accepted, you will receive a Certificate of the Registration of a Charge. This will include the company number, charge code (a unique number allocated by Companies House relating to the charge), the charge created date, and the company name.

What is the deadline for registering a charge?

As outlined in the Companies Act 2006, your application for registering a charge must be made at Companies House within ‘21 days beginning with the day after the day on which the charge is created’.

If you miss the deadline, you will need a court order to extend your window to register the charge.

Fixed and floating charges

There are two different types of charges, fixed charges and floating charges:

Fixed charges

This type of charge is fixed to a particular asset (or group of assets) that the company cannot sell without permission from the lender, or until the loan has been paid off.

Fixed charge examples: Land, property, vehicles

Floating charge

This type of charge normally covers the company’s assets as one whole. Floatable assets are ‘movable’ and so their value can fluctuate unless the company breaks its loan agreement or enters insolvency, in which case the charge will ‘crystallise’ and become fixed.

Floating charge examples: Stock, raw materials, debtors

Fixed charges are generally preferred by lenders. Firstly, this is because their value is typically fixed. Secondly, fixed charges take precedence over floating charges if the company becomes insolvent (floating charges also stand behind other creditors, such as employees, in the event of a company’s insolvency).

Contrastingly, floating charges are normally preferred by a company, as it allows them to borrow even if they don’t have any or many assets.

Do all charges need to be registered with Companies House?

The majority of charges should to be registered with Companies House, however, there are a few (very particular) exceptions specified in the Companies Act 2006 (Amendment of Part 25) Regulations 2013, including:

• a charge in favour of a landlord on a cash deposit given as a security in connection with the lease of land;
• a charge created by a member of Lloyd’s (within the meaning of the Lloyd’s Act 1982(1)) to secure its obligations in connection with its underwriting business at Lloyd’s;
• a charge excluded from the application of this section by or under any other Act.

Generally speaking, there is no downside to registering a charge, so if in doubt, we recommend that you do arrange for all charges to be registered.

It’s important to highlight that failing to register a charge is no longer a criminal offence. Nonetheless, not registering a charge can still have serious implications for all parties involved.

What is a charge instrument?

The charge instrument is the legally binding evidence that details the arrangement between the company and the lender, such as a mortgage deed. You will need to provide a certified copy of the charge instrument when registering the charge.

Is a charge publicly available information?

Yes, anyone can freely and easily see if a company (or lender) has registered a charge, via the Companies House public register.

You can locate a charge by following the steps below:

1. Enter the company name on the ‘Search the register tool’
2. From the list of results, click on the correct company name
3. Click on the ‘Filing history’ tab
4. Select the ‘Charges’ tick box
5. A list of charges will be presented (if there are any)
6. Click on ‘View PDF’ next to the charge for full information, including a copy of the charge instrument

Is it possible to withhold sensitive information relating to the charge from the public register?

As you can see, locating information about the charge is very simple. However, you can redact particular details from the charge instrument prior to sending it to Companies House. You are permitted to remove the following:

• Information about an individual (apart from their name) such as the date of birth or residential address
• Signatures
• Bank account numbers and other account identifiers

So there you have it…

We hope you now have a thorough understanding of charges, and how you can register one with Companies House.

Thanks for taking the time to read this article. If you have any questions, please don’t hesitate to leave a comment and we’ll be in touch as soon as possible.

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