Registration of Charge at Companies House: Guide for UK Property SPVs
In the UK, lenders who finance a property Special Purpose Vehicle (SPV) must register their charge within 21 days of its creation using form MR01.
There are two main types of charge:
A fixed charge is secured against a specific asset, such as a property.
A floating charge is secured over a general group of assets, like bank balances or rental income.
Registration serves two purposes:
HM Land Registry — protects the lender’s interest in the property title
Companies House — gives public notice that the company’s assets are encumbered
If you own or are setting up a property Special Purpose Vehicle (SPV), you will almost certainly encounter the registration of charge at some point in your journey. Whether you are securing a Buy-to-Let mortgage, a commercial property loan, or bridging finance through a limited company, your lender will require a formal charge to be registered against your SPV at Companies House.
What Is a Charge on a Company?
A charge is a form of security interest that a lender (known as the chargee) takes over one or more assets owned by a company (the charger). In the context of a property SPV, a charge is most commonly granted to a mortgage lender or bridging finance provider as security for a loan.
When a charge exists, the lender gains certain rights over the charged asset, most importantly, the ability to enforce its security and recover the outstanding debt if the borrowing company defaults. This may include taking possession of and selling the property.
For a UK property SPV, charges are an everyday reality. Almost every SPV that carries mortgage finance will have at least one charge registered at Companies House.
Key Point:
A charge does not transfer ownership of the property to the lender. It simply gives the lender a legal interest in the asset as security for the debt.
Fixed Charge vs Floating Charge
Not all charges are the same. In English company law, there are two principal categories of charge that can be registered against a company – fixed charges and floating charges. Understanding the distinction between them is important for any SPV director or property investor.
Fixed Charge
A fixed charge attaches to a specific, identified asset. Once a fixed charge is in place, the company cannot sell, transfer, or otherwise dispose of that asset without the lender’s consent. In the context of a property SPV, a fixed charge is almost always placed over the freehold or leasehold property itself.
For example, if your SPV purchases a residential property using a Buy-to-Let mortgage, the lender will take a fixed charge over that specific property. Your SPV cannot sell or remortgage the property without first obtaining the lender’s agreement.
Floating Charge
A floating charge, by contrast, “floats” over a class of assets rather than any one specific asset. The company is free to deal with those assets in the ordinary course of business (for instance, collecting rent, paying expenses, and cycling money through bank accounts) without needing lender consent for each transaction.
A floating charge only “crystallises” (becomes fixed) on a triggering event, such as the company entering administration or the lender enforcing the charge. At that point, it attaches to whatever assets fall within its scope at that time.
For property SPVs, lenders sometimes take a floating charge over the company’s assets generally — in addition to the fixed charge over the property — to capture assets such as rental income, bank balances, and book debts.
| Fixed Charge | Floating Charge | |
|---|---|---|
| Attaches to | Specific identified asset | A class of assets |
| Company Freedom | Cannot dispose without lender's consent | Free to deal with assets in ordinary course |
| Crystallises | Already fixed at creation | On enforcement trigger or insolvency |
| Priority in Insolvency | Ranks ahead of floating charges | Ranks behind fixed charges |
What Is a Legal Charge on a Property?
A legal charge on a property is the specific instrument by which a lender secures a loan against real estate. It is one of the two legal mortgages permitted under English land law (the other being a mortgage by demise, which is now rarely used).
When an SPV takes out a mortgage on a property, the lender will require the company to sign a legal charge document, also called a mortgage deed, which grants the lender a legal interest in the property as security for the loan. This document must be registered at HM Land Registry to take legal effect against the title to the property.
Separately, the existence of the charge must also be registered at Companies House within 21 days of creation. These are two distinct registrations serving different purposes.
- HM Land Registry — Protects the lender’s interest in the property title and gives notice to future buyers and lenders.
- Companies House — Provides public notice that the company’s assets are encumbered and protects the lender’s priority against other creditors of the company.
For property SPVs, both registrations are required and failure to complete either one can have serious consequences.
How to Register a Charge at Companies House (MR01 Form)
The registration of charge at Companies House is done using form MR01 “Particulars of a charge.” It is a legal requirement under the Companies Act 2006 (sections 859A to 859Q, as amended by the Companies Act 2006 (Amendment of Part 25) Regulations 2013).
Who Is Responsible for Filing MR01 Form?
Either the company, i.e., the SPV, or the lender can file the MR01. But in practice, it is almost always the lender or its solicitors who handle the registration, and most institutional lenders will insist on doing so themselves to ensure it is completed correctly and within the required timeframe.
That said, it is ultimately the company’s responsibility to ensure the charge is registered. If the lender fails to register and the deadline passes, the SPV directors may need to take steps to rectify the situation.
The 21-Day Deadline
The MR01 must be delivered to Companies House within 21 days beginning the day after the charge is created (per Section 859A of the Companies Act 2006). This is a strict deadline. If registration is not completed within this period, the charge becomes void against a liquidator, administrator, or creditor of the company, meaning the lender loses its priority position in the event of insolvency.
- Important: The 21-day period begins the day after the charge document is signed, not the date of completion or drawdown. In a property purchase, this is typically the date the mortgage deed is signed, which may be the same day as completion.
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What the MR01 Contains
The MR01 form requires the following information:
- The company’s registered number and name
- • The date the charge was created
- The name of the person(s) entitled to the charge (i.e., the lender)
- Whether the charge is a fixed charge, floating charge, or both
- A brief description of the assets charged
- Whether the charge contains a negative pledge clause
A certified copy of the charge document must be submitted alongside the MR01. This is typically the mortgage deed or debenture.
Filing Online
The MR01 can be filed online via the Companies House WebFiling service. The current filing fee is £14 for online submissions. Paper submissions cost £24 and take longer to process.
How to Remove a Charge at Companies House (Satisfaction of Charge)
Once the secured loan is repaid in full, the charge should be formally satisfied and removed from the public register. This is done using form MR04 “Statement of satisfaction in full or in part of a charge” under section 859L of the Companies Act 2006.
Removing a charge is important for SPV housekeeping for several reasons. Outstanding charges on the register, even if the loan has been fully repaid, can cause problems when refinancing, selling the property, or bringing in new investors. A prospective lender will see the outstanding charge and will want it removed before they will agree to advance funds.
Who Files the MR04?
The MR04 can be filed by either the company or the lender. In practice, it is usually the company (or its solicitors) that files, after the debt has been repaid. In practice, for a straightforward property mortgage, the lender will provide a formal redemption statement confirming the debt has been repaid in full. Where a deed of release is also required, this is typically executed contemporaneously.
Note that filing the MR04 does not itself release the underlying charge. The legal release of the security requires a separate deed of release (or, for registered land, a Form DS1 submitted to HM Land Registry by the lender).
The Process
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1. Repay the loan in full and obtain written confirmation from the lender that the charge is discharged
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2. Locate the charge code from the Companies House register
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3. File form MR04, referencing the charge code and confirming the date of satisfaction
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4. Companies House updates the register to mark the charge as “Satisfied,” which is visible on the public register
Note that a satisfied charge is not deleted from the register. It remains visible but is marked as satisfied. This is normal and does not cause problems for future transactions.
What Happens If You Don’t Register a Charge? (Risks for Your SPV)
Failing to register a charge at Companies House within 21 days has serious consequences under the Companies Act 2006. The risks are particularly acute for property SPVs, which often operate with relatively thin margins and rely heavily on their lender relationships.
The Charge Becomes Void
Under section 859H of the Companies Act 2006, an unregistered charge is void against a liquidator, administrator, or creditor of the company. This means that if the SPV enters insolvency proceedings and the charge has not been properly registered, the lender’s security is lost. The lender becomes an unsecured creditor and ranks behind other secured creditors in the queue for repayment.
Immediate Repayment May Be Demanded
Most loan agreements contain a clause requiring the borrower to ensure the charge is properly registered. Failure to do so may constitute a breach of the facility agreement, entitling the lender to demand immediate repayment of the entire outstanding balance.
Court Application Required for Late Registration
If the 21-day deadline is missed, it is possible to apply to court for an extension of time to register the charge. However, this is an expensive and time-consuming process that requires demonstrating why the deadline was missed and that registration would not prejudice other creditors. There is no guarantee the court will grant the extension.
Reputational & Commercial Damage
Beyond the strict legal consequences, failure to maintain an accurate and up-to-date charge register can damage your SPV’s reputation with lenders, solicitors, and investors. It signals poor governance and can make future financing significantly harder to obtain.
- Best Practice: Instruct a solicitor to handle the registration of charge as part of every property acquisition through your SPV. The cost is modest compared to the risk of a missed deadline.
Conclusion
The registration of charge is a vital part of running a property SPV in the UK. It protects lenders, ensures transparency at Companies House, and helps maintain your company’s credibility when refinancing or expanding your portfolio.
From registering an MR01 within the strict 21-day deadline to satisfying charges once loans are repaid, proper charge management is essential for avoiding legal and financial complications. While solicitors and lenders often handle the filings, SPV directors should still understand the process and monitor their company’s register carefully. A properly maintained charge register reflects strong governance and supports the long-term growth of your property investment business.
FAQs
The registration of a charge on a company is the process of officially recording a lender’s security interest in the company’s assets at Companies House. It provides public notice that certain assets of the company are encumbered and protects the lender’s position against other creditors.
A company has a charge because it has borrowed money and granted the lender security over one or more of its assets.
If a charge is not registered at Companies House within 21 days of creation, it becomes void against a liquidator, administrator, or creditor of the company under section 859H of the Companies Act 2006. The money secured by the charge immediately becomes due and payable, and the lender loses its secured status in an insolvency.
Companies are no longer required to maintain a separate internal register of charges. However, it remains a good practice to maintain an internal record of all charges, their charge codes, the relevant properties, and their current status. This ensures nothing is missed when refinancing or selling assets.
When a charge is successfully registered at Companies House, the registrar issues a certificate of registration. This certificate is evidence that the requirements of registration have been satisfied. Lenders typically require the original certificate to be provided to them as part of the post-completion formalities.
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