By James Partridge, Senior Partner. Contact Thomson Snell and Passmore 01892 510000.
New regulations have come into force making various changes to the regime relating to the registration of charges.
When a company grants a mortgage, debenture or other charge or form of security, it should register details of that security at Companies House.
Some of the key differences between the current registration system and the new regime are as follows:
- The system for the registration of charges is now voluntary. Previously it was a criminal offence for failure to register a charge. However, a charge which is not registered will still usually be void against any liquidator, administrator or creditor of the relevant company.
- The statement of particulars of a charge must state whether the charge contains a negative pledge (in other words, a restriction which prevents the company from creating further security which will rank ahead of, or equally with, that charge).
- Any person registering a charge will need to send a certified copy of that charge to Companies House. The charge will be publicly available, though it will be possible to redact personal information relating to individuals and bank account numbers.
- The scope of documents which constitute a registerable charge has been reduced. For example, rent deposits taken by a company’s landlord as security for obligations set out in a lease will no longer require registration at Companies House.
- It is now possible to file charges electronically. Certified copies of charges will need to be submitted in .pdf format.
Companies should bear in mind that security over certain assets may still need to also be registered at other specialist registries, such as the Land Registry, Intellectual Property Office and the Civil Aviation Authority.