A charge is a security interest for the payment of money or performance of a legal obligation.
Under the Companies Act 2006 (Amendment of Part 25) Regulations 2013, any charge created by a company or LLP on or after 6 April 2013 can be registered at Companies House, with the exception of the following:
Registering A Charge With Companies House
The following parties may submit details of a charge to Companies House:
Company or LLP that created the charge; or
Any person with an interest in a charge; such as the charge holder.
Where a charge is created by the Company, a Form MR01, including a section 859(d) statement of particulars, must be filed with a certified copy of the instrument creating or evidencing the charge and a copy of any court order extending the period allowed to deliver the charge if applicable. If the charge is not created or supported by an instrument, a Form MR08 is filed in place of a Form MR01.
Where a charge already exists on a property or undertaking acquired by the Company, a Form MR02, including a section 859(d) statement of particulars, must be filed with a certified copy of the instrument creating or evidencing the charge and a copy of any court order extending the period allowed to deliver the charge if applicable. If the charge is not created or supported by an instrument, a Form MR09 is filed in place of a Form MR02.
The fee for filing a Form MR01 or Form MR02 with Companies House is £10 for electronic filings and £13 for paper filings. Forms MR08 and MR09 can only be filed with Companies House in paper format.
Newly created charges must be registered with Companies House within 21 days from the day after the creation of the charge. However, the charge can be delivered after the 21 day deadline if, under section 859(f), an application to the court is granted to extend the period permitted for the delivery of the charge.
There is no time limit for the delivery of the Form MR02 or MR09 in relation to existing charges over property or undertakings acquired.
Maintaining A Register Of Charges
There is no requirement for a company or LLP to keep a register of charges it creates on or after 6 April 2013. However, the company or LLP must keep a register of charges created before 6 April 2013. This requirement continues to apply for such charges.
Nevertheless, companies and Limited Liability Partnership’s (“LLP’s”) must maintain the following documents available for inspection at their registered office address:
Copy of each instrument creating a charge capable of registration under Part 25 of CA 2006;
Copy of each instrument which amends or varies any charge capable of registration under Part 25 of CA 2006; and
Copies of any other documents containing the particulars of documents that must be delivered to the Registrar.
This blog covers the amended regulations relating to charges created on or after 6 April 2013 for UK companies and LLPs.