Registering charges and security at Companies House is a legal requirement for UK limited companies that grant security over their assets to lenders or other creditors. Failure to register on time can render the charge void against a liquidator, administrator or other creditors.
This guide explains what must be registered, the strict 21-day rule, the consequences of missing deadlines, and the practical steps to file an MR01 form correctly so your company maintains proper records and protects its position.
What is a charge and why must it be registered?
A charge is a form of security that gives a creditor certain rights over a company’s assets if the company fails to repay a debt. Common examples include a bank taking a fixed charge over property or a floating charge over stock and debtors. Registration at Companies House makes the charge public and protects the creditor’s priority against other claims.
Under the Companies Act, specific types of charge must be registered. These include charges on land, ships, aircraft, intellectual property, book debts, and floating charges over the whole or substantially the whole of the company’s property. A charge that is not registered within the required period may be invalid against certain parties even though the underlying loan agreement remains valid between the company and the lender.
What must be registered at Companies House
Companies must register any charge that falls within the categories set out in the legislation. This includes both fixed and floating charges. The company itself, or the charge holder, can deliver the required particulars. In practice most companies rely on their solicitor or the lender’s legal team to handle filing.
Key documents to prepare include a certified copy of the instrument creating the charge and the completed form MR01. The form requires details such as the company name and number, the date the charge was created, the amount secured, a description of the assets charged, and the name and address of the charge holder. Accuracy is essential because the public record at Companies House will be relied upon by future lenders, buyers and insolvency practitioners.
The 21-day rule explained
The law requires that particulars of a charge be delivered to Companies House within 21 days of the date the charge is created. This period begins the day after the creation date. For example, a charge created on 1 March must be registered by 22 March. The clock does not stop at weekends or bank holidays for this purpose.
If the charge is created outside the UK, the 21-day period may be extended by the time it takes for the documents to reach the UK, but only in specific circumstances and you should verify current rules on GOV.UK. Missing the deadline creates significant risk. The registrar will normally reject a late filing unless a court order is obtained permitting late delivery.
Consequences of late or non-registration
If a registrable charge is not registered in time, it becomes void against a liquidator, administrator or any creditor of the company. This means that in an insolvency situation the secured creditor may lose their security and rank only as an unsecured creditor. The underlying debt remains payable, but the valuable protection of the charge is lost.
Directors should also be aware that failure to register can damage the company’s credibility with future lenders who search the charges register. In extreme cases, repeated non-compliance may raise questions during due diligence or when seeking investment. The safest approach is to build registration into the closing process of any financing so that the MR01 is filed immediately after the charge is created.
How to complete and file form MR01
Form MR01 is the standard document used to register most charges. You can download the latest version from the Companies House website or complete it online through their WebFiling service. Required fields include the company number, date of creation, description of the charge, and whether it is a fixed or floating charge. You must also state the amount secured if it is a fixed sum.
Attach a certified copy of the charge instrument. Certification can be done by a solicitor or by a director or secretary of the company with a statement that it is a true copy. Once prepared, submit the form and supporting documents electronically or by post. Electronic filing is faster and provides immediate confirmation. Keep a record of the submission reference and the Companies House receipt that shows the registration date.
Practical steps for early-stage companies
Founders should review loan agreements and facility letters carefully before signing to identify any security being granted. Create a simple checklist that includes obtaining the final signed charge document, preparing the MR01, and diarising the 21-day deadline. Many early-stage teams work with an accountant or commercial solicitor who can manage this process for a fixed fee.
When taking on debt or entering hire-purchase agreements, ask the lender whether they intend to register a charge and confirm who is responsible for filing. After registration, update your own company records and inform any new directors or investors that the charge appears on the public register. Regularly review the charges section of your Companies House filing history to ensure everything that should be registered has been recorded correctly.
Using professional support and staying compliant
While it is possible to file an MR01 without professional help, many founders prefer to use a solicitor or company secretarial service to avoid errors that could lead to rejection or later disputes. This is particularly relevant when the security document is complex or involves multiple classes of assets. Professional assistance reduces the risk of missing required information or attaching an uncertified copy.
Loomworks provides selected founders with free desks, a registered address and mentoring that can include guidance on basic company administration matters such as this. Staying on top of charges registration is one of the fundamental disciplines that helps early-stage e-commerce and technology businesses maintain a clean corporate record and avoid unnecessary complications when raising further finance or preparing for due diligence.
Frequently asked questions
Can I register a charge after the 21-day period?
Registration after 21 days is only possible with a court order. The court will consider the circumstances and any prejudice caused to other creditors. Without a court order, Companies House will reject the late filing and the charge may remain void against a liquidator or administrator.
Who can file the MR01 form at Companies House?
Either the company or the charge holder may deliver the particulars. In practice the lender’s solicitor often files on behalf of both parties. The person filing must ensure the information is accurate and that a certified copy of the charge instrument is included.
Does registering a charge at Companies House create a legal obligation to repay the debt?
No. Registration simply records the existence of the security. The obligation to repay comes from the underlying loan agreement or debenture. The charge only gives the creditor additional rights if the debt is not repaid.
What information will appear on the public register?
The public record shows the company name and number, the date the charge was created, a brief description of the assets charged, the name of the charge holder, and whether it is fixed or floating. The full charge document is not published but can be requested from Companies House for a fee.
Do I need to register every loan agreement as a charge?
Only if the agreement creates a charge over company assets. A simple unsecured loan does not require registration. Review the wording of any facility letter or debenture to determine whether security is being granted that falls within the registrable categories.
Related reading: Do Private UK Companies Need to Hold an AGM?, Company Minute Keeping and Board Resolution Rules, How to Transfer Shares in a Private Limited Company. Browse all company admin & legal guides or apply to Loomworks.