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Company charges: what a mortgage or debenture means and how to read one
Answer
A charge is the security a company gives a lender for a loan: a legal right over its assets if the debt is not repaid. A mortgage is a charge over property; a debenture usually combines fixed and floating charges. A charge must be registered within 21 days, or the security is void against a liquidator, administrator or creditor.
A charge on a company is the security it has given for a loan. If you are about to supply, lend to or buy from a company, its charges tell you who else has a claim on its assets and where you would rank if it failed. This guide explains the terms, how a charge is registered, how to read an entry on the register and what the register does not tell you. It describes the registration rules for companies registered in England and Wales or Northern Ireland; companies registered in Scotland follow a parallel regime in the same Part of the Companies Act, and Scottish security law differs.
What is a charge, a mortgage and a debenture?
GOV.UK describes a charge as the security a company gives for a loan (GOV.UK). The lender is the person entitled to the charge. If the company does not repay, the lender can enforce the security against the assets it covers.
| Term | What it means in practice |
|---|---|
| Charge | Any security over a company's property, whatever it is called in the paperwork |
| Mortgage | A charge over property, usually land or buildings. Companies House lists these as mortgages or charges |
| Debenture | A loan document, usually the one a bank takes, that typically creates a fixed charge over specific assets and a floating charge over the rest of the business |
| Fixed charge | Security over a specific asset the company may not sell without the lender's consent |
| Floating charge | Security over a changing class of assets, such as stock and customer debts, which the company can deal with until the charge takes effect on a default |
How is a charge registered?
The company, or any person interested in the charge such as the lender, must deliver the particulars of the charge to Companies House within 21 days beginning with the day after the charge was created (section 859A). For a charge created on or after 6 April 2013 the online filing service uses form MR01, with a certified copy of the signed instrument (GOV.UK). Late delivery needs a court order, because only the court can extend the period.
The deadline matters because of what happens if it is missed. The charge is void against a liquidator, an administrator and any creditor of the company, so far as it gives security over the company's property, and the money it secured becomes payable immediately (section 859H). The debt remains owed, but the lender loses its priority.
When the debt is repaid, a statement of satisfaction (form MR04) is filed and the charge shows as satisfied. Until someone files it, a repaid charge can still show as outstanding.
How do I read a charge on the register?
Open the company's page on Companies House, choose Charges, and for each charge note:
- Status. Outstanding, part satisfied or satisfied. Focus on outstanding ones first.
- Created and delivered dates. The creation date tells you how long the security has been in place and whether it came before or after your dealings began.
- Who is entitled. A high street bank, an asset finance company, an invoice financier, a director or a related company. A charge held by a connected party deserves a question.
- What it covers. A charge over one named property is very different from a charge over all the company's assets and undertaking.
- How many there are and when they were created. A cluster of recent charges can mean new borrowing, a refinancing or tightening credit. Compare with the company's accounts and its filing record.
The register summarises each charge. The full terms are in the instrument the company delivered and the lender holds, so ask for it if the amount at stake justifies it. Do not assume the register tells you how much is owed.
What does a charge mean if the company fails?
Secured creditors are paid from the assets their security covers before unsecured creditors see anything, which is why suppliers on credit terms care. Floating charge holders do not come first in every case: preferential debts must be paid out of floating charge assets ahead of them (section 175). For floating charges, a share of the assets, the prescribed part, is also set aside for unsecured creditors (section 176A). It is 50% of the first £10,000 of the net property and 20% of the rest (article 3 of the 2003 Order), capped at £800,000 for floating charges created on or after 6 April 2020 and £600,000 for earlier ones (2020 amendment). An insolvency practitioner works out what applies; do not rely on these figures to predict your own recovery.
What a charge does not tell you
- It is not a sign of distress. Charges are routine business finance.
- It does not give the balance owed. Ask the company or the lender.
- A missing charge is not proof there is none. An unregistered charge still exists between the parties, though it is void against a liquidator, an administrator and creditors. Security over land may also be registered at HM Land Registry.
- An old charge may be stale. Check the dates and whether the company has filed satisfactions for debts it says it has repaid.
What should I do with what I find?
If a supplier or customer has an outstanding charge, note it with the date you looked, who holds it and what it covers. Weigh it with the other signs: filing record, accounts, status and any insolvency notices (how to check a UK company before you trade with it, warning signs a company is in financial trouble). A lender thinking about a loan should ask the borrower to list existing security and compare the answer with the register.
How CompanyStack helps
A CompanyStack company page shows the number of charges on the register for the company, how many are outstanding and how many are satisfied, from the Companies House data it holds, with the date the page's data was taken. The Company Report PDF includes charges with the filing history. The charge entries themselves, with their lenders, are on the Companies House charges page for the company.
This guide is general information about UK rules and practice, not legal, tax or financial advice. Last checked 5 October 2026. How we write our guides.
Frequently asked questions
Is an outstanding charge a bad sign?
Not by itself. Banks, asset finance companies and invoice financiers all take charges, so many healthy companies have them. What matters is who holds the charge, what it covers and whether the pattern changes, for example new charges shortly before missed filings or a cash-flow squeeze.
What does a satisfied charge mean?
It means a statement has been filed at Companies House saying the debt secured by the charge has been paid or the charge has been released. A repaid debt can still show as outstanding until someone files that statement, so a long-outstanding charge is a question to ask the company, not proof that the debt is still owed.
What is the difference between a fixed charge and a floating charge?
A fixed charge is over a specific asset, such as a building or equipment, that the company cannot sell without the lender's consent. A floating charge is over a class of assets that changes, such as stock and customer debts, which the company can use and sell in the ordinary course until the charge takes effect on a default.
What happens if a charge is not registered?
If the company does not deliver the charge's particulars to Companies House within 21 days beginning with the day after it was created, the charge is void against a liquidator, an administrator and any creditor of the company, so far as it gives security over the company's property. The debt itself still has to be paid, and the money secured becomes payable immediately.
Where do I see a company's charges?
On the company's page on Companies House, under Charges, which lists each charge with its status, the date it was created and who is entitled to it. CompanyStack's company page shows how many charges the register holds and how many are outstanding and satisfied.
Sources
- Companies Act 2006, section 859A: registration of charges legislation.gov.uk
- Companies Act 2006, section 859H: consequence of failure to deliver particulars legislation.gov.uk
- Register a charge (mortgage) for a limited company (GOV.UK) gov.uk
- Insolvency Act 1986, section 175: preferential debts legislation.gov.uk
- Insolvency Act 1986, section 176A: share of assets for unsecured creditors legislation.gov.uk
- The Insolvency Act 1986 (Prescribed Part) Order 2003, article 3 legislation.gov.uk
- The Insolvency Act 1986 (Prescribed Part) (Amendment) Order 2020 legislation.gov.uk
- Get information about a company (GOV.UK) gov.uk
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