The charge on your Companies House file, explained.
Every secured facility a UK company signs leaves a public trace: a charge, registered at Companies House within twenty-one days of creation, visible to anyone who looks up your company. Most of what is written about debentures and charges is written by insolvency practitioners, for the day things have already gone wrong. This guide reads the same register from the other end: what the entry on your file actually says, why a charge you repaid years ago may still show as outstanding, and what the charges you carry mean for the next facility you raise. For a company heading into a refinancing, the charge register is not legal wallpaper. It is the first thing every prospective lender reads about you.
Written for the borrower’s side of the table. This is general guidance on how the register works, not legal advice and not advice on your specific security documents. It sits alongside the rest of our working guide for borrowers.
In UK lending, the security document — not a bond.
The word causes more confusion than almost any other on a term sheet, because it means different things in different markets. In the United States a debenture is an unsecured bond — a promise to pay with no security behind it. In UK bank and fund lending it is close to the opposite: the debenture is the security document itself, the deed a company signs in favour of its lender granting charges over the company’s assets. A typical UK debenture grants fixed charges over the company’s durable assets and a floating charge over everything else, in one instrument. HMRC’s own working description is the practical one: a debenture is a charge over a debtor’s assets as security for money lent, and the most common form contains both a fixed and a floating charge. HMRC manual DMBM655260, debentures and charges.
The statutory word is looser than the market one. The Companies Act 2006 says only that “debenture” includes debenture stock, bonds and any other securities of a company, whether or not constituting a charge on its assets — a definition wide enough to cover both the American bond and the British security deed. Companies Act 2006, s.738. In practice, when a UK lender, lawyer or credit committee says “we will take a debenture,” they mean the all-assets security document. Signing one is entirely ordinary: nearly every secured bank facility and every unitranche in the lower mid-market sits on a debenture, and its existence says nothing about the health of the company that granted it.
One boundary worth drawing early, because it is the one directors most often blur: a debenture is the lender’s claim on the company’s assets. It is not a claim on you. The document that reaches past the company to a director’s own money is a personal guarantee, a separate instrument with its own negotiation, which we cover in the guide to personal guarantees on business borrowing. A lender already well secured by a debenture has, by the same logic, less genuine need of a broad guarantee — which is a negotiating fact worth knowing before you sign either.
MR01, twenty-one days, and what the public actually sees.
When a company grants a charge, the particulars must be delivered to Companies House — for a company registered in the UK, on form MR01 — within a statutory window: twenty-one days beginning with the day after the charge is created. Either the company or “any person interested in the charge” may deliver them, and in practice it is almost always the lender’s solicitors who file, because the lender is the party with everything to lose if the deadline slips. Companies Act 2006, s.859A. The consequence of missing the window explains the diligence: an unregistered charge is void against a liquidator, an administrator and any creditor of the company, and the money it secured becomes immediately repayable. The debt survives; the security does not. Only a court order can extend the period. Companies Act 2006, s.859H.
What goes on the public file is more than a one-line entry. The registered particulars state the date the charge was created, who holds it, whether the instrument contains a floating charge and whether that charge covers the whole of the company’s property, and — a detail that matters later in this guide — whether the terms of the charge prohibit or restrict the company from creating further security ranking equally with or ahead of it. Companies Act 2006, s.859D. A certified copy of the charging instrument itself also goes on the register, with personal information, signatures and account numbers redacted. Companies House, registering a charge. Anyone — a competitor, a customer, a prospective lender — can read the security documents your company has granted.
The practical habit to take from this section is simply to read your own entry. Open your company’s charges tab on the Companies House service and look at what a lender will see: how many charges show as outstanding, who holds them, what dates they carry. Most directors have never done it, and most are surprised by what is there — usually not by what the file reveals, but by what it has failed to catch up with, which is the subject two sections on.
The difference is who controls the asset day to day.
A fixed charge attaches to specific, durable assets — property, plant and machinery — and the company cannot sell or otherwise dispose of those assets without the lender’s consent. A floating charge hovers over a shifting class of assets, in most debentures the whole of the rest of the undertaking: stock, raw materials, cash, receivables as they arise. While the company performs, it is free to deal with floating-charge assets in the ordinary course of business — selling stock, collecting and spending debtors — without asking anyone. That freedom is the entire point of the design: a business whose every routine transaction needed lender consent could not trade. HMRC manual DMBM655260.
Two refinements matter. First, the label on the document does not decide the question: a charge is fixed or floating according to the control actually exercised, and the House of Lords settled the point in National Westminster Bank v Spectrum Plus, holding that a charge over book debts described as fixed was in law floating, because the company remained free to draw on the account the collections were paid into. [2005] UKHL 41. Second, a floating charge does not float forever: it crystallises — becomes, in effect, fixed on the assets then held — when events specified in the debenture occur, typically serious default or the appointment of an insolvency office-holder. For a performing borrower, crystallisation is background machinery; it is the reason the clause exists, not a live constraint on trading.
One further piece of machinery is worth knowing as a fact rather than fearing: where a floating charge covers the whole, or substantially the whole, of a company’s property and the instrument says the relevant paragraph applies, its holder is a “qualifying floating charge holder” and can appoint an administrator to the company without a court hearing. Insolvency Act 1986, Sch. B1 para. 14. Nearly every professionally drafted debenture is written to qualify. It is one of the main reasons lenders insist on the floating charge even when the fixed assets carry most of the value, and it explains why the debenture — not the personal guarantee, not the covenants — is the document at the centre of a lender’s security thinking.
Nobody has to tell the registrar the loan was repaid.
Here is the asymmetry at the heart of the charge register. Registering a new charge is compulsory, on a three-week clock, with the security itself at stake if the deadline is missed. Recording that a charge has been paid off is voluntary. Companies House says it plainly: “You do not have to tell us when a charge is satisfied” — though it recommends that you do, because stale entries reflect on the company. Companies House, registering a charge. The filing, when made, is a statement of satisfaction on form MR04, and even then the entry is not deleted: the charge stays on the register permanently, with its status changed to fully satisfied.
The consequence is that charge registers systematically overstate live borrowing. A company that repaid a bank facility in 2019 and never filed the MR04 still shows an outstanding charge to that bank today, and no one at Companies House will ever chase it, because no one is required to. When we built our study of the UK lower-mid-market refinancing wall, counting outstanding charges across 83,957 companies, this was the single largest measurement problem in the data: an “outstanding” charge means only that no satisfaction has been filed, not that money is still owed. The same is true of your own file, in front of every lender who reads it.
Which is why the practical advice runs against the grain of the rule. Filing satisfactions is optional in law and close to obligatory in practice if you are about to raise. A new lender’s counsel will list every outstanding charge on your file and ask about each one; every stale entry is a question, a delay, and sometimes a request for a release letter from a lender you last spoke to five years ago — chased in the closing week of a deal, at your expense, on someone else’s timetable. An afternoon of housekeeping months earlier removes the whole category. A clean file reads like a well-run company, because it is the file of one.
The charge is not a lock-in. It is a sequencing problem.
Directors sometimes read an all-assets debenture as a wall around the company: the incumbent holds everything, so nothing can move until the incumbent agrees. The truth is more ordinary. Almost every debenture contains a negative pledge — a promise not to create further security over the charged assets without the lender’s consent — and the register itself discloses whether yours does, because the MR01 particulars state whether the charge’s terms restrict the company from creating security ranking equally with or ahead of it. Companies Act 2006, s.859D. So the honest answer to “can I grant a second charge?” is: usually yes, with the first lender’s consent — and rarely without it, because granting one in breach of a negative pledge is an event of default under the facility the pledge protects.
Where two lenders are to share the same company’s security — a working-capital line beside a term loan, or a junior facility behind a senior one — the consent takes documented form: a deed of priority or an intercreditor agreement, in which the lenders agree between themselves who ranks where, who can enforce, and when. These are ordinary documents on ordinary deals, negotiated between the lenders’ lawyers, but they take time, and the incumbent is not obliged to hurry for the benefit of a newcomer. If your plan involves adding a lender rather than replacing one, the intercreditor is often the long pole in the timetable, and it belongs in the plan from the first conversation.
A full refinancing is cleaner, because nothing ends up shared. The new facility completes, the outgoing lender is repaid from the drawdown against a redemption statement, and it releases its security by a deed of release, with the MR04 satisfaction filed after completion. The point to hold onto is that an outstanding charge is never a reason not to run a process; it is a set of steps with a known order. Every lender in the market completes against other lenders’ security every week. What the charge register changes is the timetable and the sequencing — one more reason the work starts months before the money is needed, as we set out in the guide to the refinancing timeline.
The creation date on your charge tells the market when you will move.
There is a final thing your charge register discloses, and it is the least obvious and the most commercially interesting. A charge is registered within days of the facility it secures being signed, so the creation date on the entry is, to within a few weeks, the date of your current debt. Add the customary tenor of a lower-mid-market facility — three to five years — and anyone can estimate when that debt matures, and therefore when you will be in the market again. Lenders read the register this way. So do we: our refi-wall study scored the lower mid-market on exactly this arithmetic and found more than 14,500 companies inside an estimated refinancing window now, and you can place your own facility on the same wall with the your-window instrument. The register has been showing the date all along.
Read from the borrower’s chair, the signal cuts both ways. It means approaches from lenders and brokers in the eighteen months before your maturity are not coincidence — your window is public information. And it means the discipline of moving early is visible too: a company that refinances from strength, a year before maturity, writes a different register entry from one that limps to a short extension. The wider market context — how much lower-mid-market paper matures through 2028 and why the vintage concentration matters — is in our guide to the UK refinancing wall, 2026–2028.
The housekeeping that follows from this guide fits in an afternoon, and it is worth doing months before any process rather than during one.
Pull up your company’s charges tab on the Companies House service and list every charge shown as outstanding, with its creation date and holder.
Reconcile that list against your live facilities. Any charge securing borrowing that has been repaid is a candidate for a satisfaction filing.
For each repaid facility, file the MR04 — or ask the former lender’s team to — and chase a deed of release where one was never issued. Do this months before a process, not during one.
Locate the signed debenture for each live facility and read its negative pledge and consent provisions, so you know before you approach anyone whether a second charge or new borrowing needs the incumbent’s consent.
Note the creation date of the charge behind your current facility, add its tenor, and work back: if the maturity is inside eighteen months, the refinancing clock has already started.
Put the tidied register in the dataroom from day one. A file that reconciles cleanly against your facilities summary is one less thing any lender’s counsel needs to query.
Start with your own charges tab. We read it the way a lender will.
If your file carries charges you cannot fully account for, or a maturity is coming into view and you want the register — and everything behind it — in order before lenders start reading it, a first conversation is confidential and costs nothing. We act for the borrower’s side only, so the reading you get is the one that serves your raise, not anyone’s loan book. See how a mandate runs in how we work, or return to the guides for the rest of the questions borrowers ask.